Heroes
by RedRobyn2
Summary: When Aunt May dies, Peter is adopted by Tony Stark. However, anywhere Peter goes his friends (AKA the Ultimates) follow. Unfortunately for them Fury has decided they need to do a mission together with the Avengers. It also doesn't help Tony is trying to find out Spider-Man and the other Ultimates' identities. ADOPTED FROM Zoey1997!
1. Chapter 1

**Hi guys, RedRobyn2 here.**

 **This is a story I have adopted from Zoey1997 on Fanfiction dot net.**

 **The first ten chapters are entirely her work while everything afterwards will be mine.**

 **I'm not going to have many authors notes as I think it will be better.**

 **However I will say now that I own nothing, sorry for any OOCness and remember it is AU so it won't always match the Marvel Universe Canon.**

 **Anyway I hope you enjoy this story.**

 **AN: The only thing changed is the grammar being fixed, thanks to Guest.**

 **Guest: Thanks for the changes I had just left the original story/work from Zoey1997 apart from a quick spelling check. Thank you.**

 **Robyn out.**

As Peter walked down the street, he could feel the wind blow. It was a cold winter day, and he had to get some milk for Aunt May. Peter turned down an alley to take a shortcut to the store. He remembered something from his past from that one time. Peter didn't want to think of it, but it was always in the back of his mind. No matter what, he'll always remember what his Uncle Ben told him "With great power comes great responsibility". When Peter paid for the milk he walked out, apparently, with all the heroes around including the Avengers and himself a.k.a Spider-man around no one was brave enough to try to mug someone. If they were to, the culprit wouldn't know who would turn up, either Spidey or a few of the Avengers.

Peter sighed as he walked down his street. He rode his skateboard this far since nothing was going on. As he walked into the kitchen, he saw his Aunt May cooking. He knew ever since Uncle Ben died, they both took it hard.

"Aunt May, you only wanted milk right?" Peter asked his Aunt as she was cooking something.

"That was all Peter. Oh and your friends came by today," His aunt answered him. Peter looked at her as if waiting for her to answer his unspoken question. "You know, Luke, Danny, Ava, and Sam?" Aunt May asked him, looking up from what she was doing.

"Uhh, yeah. Did they say anything?" Peter asked, hoping she'd know why they came. Danny was visiting his father, while Luke was going on a family vacation with Ava and Sam. They asked if Peter wanted to come and that he could bring Aunt May with them. The only thing is that she didn't know that Peter was Spider-man. Neither did she know that they were all S.H.I.E.L.D. employee. Mr. and Mrs. Cage were S.H.I.E.L.D. scientists, he was Spider-man, Luke was Power-man, Danny was Iron-fist, Ava was White Tiger, and Sam was Nova.

"Not much, just that they're going to be leaving in a few hours and that we still could come if we wanted to," She replied, sitting down at the table in the kitchen.

"Oh", Peter said as he also sat down next to his Aunt May. He knew that they both wanted to go, but the Avengers didn't always handle petty crime. They mostly handled the big stuff. Peter and his team, also, dealt with big and small petty crime, but the Avengers dealt with the things like world ending kind of stuff. Even the Ultimates dealt with world ending stuff, but he still didn't feel right about not being around.

The New Warriors were getting better, and he felt like he couldn't leave Manhattan yet. He probably would some other time; it was just he couldn't do it without feeling guilty that if he left. It's been around 4 months since Gwen and he broke up...again; he left her out on the part about S.H.I.E.L.D. putting him on a team. Since the Green Goblin and Electro tried to kill her, he didn't want to put her in any more risk than she was in with just knowing him. Before she left, Gwen told him if he ever needed anything he could ask her, and she'll try to help him any way she could.

"Peter, why don't you want to go with them?" Aunt May asked looking at him, knowing what he was probably thinking of.

"Aunt May, I just want to stay here. I'll be leaving for college in a year and a half."

"Peter, did you refuse to go with them so you could be here?" Aunt May questioned. Peter looked up at his Aunt. She was acting like she didn't know this, but she probably didn't. He nodded, knowing it was no use to lie to her about anything after all that he already lied about with being a vigilante. "Peter! You know that your friends are more important than sitting around here!" She scolded sternly, knowing that'll get to him. It did.

"Aunt May, I'm here mostly because school break only has...uh... three or four weeks out. I'd miss you and Manhattan to much," Peter said hoping she'll drop the subject. He didn't want to talk about all of this. He didn't want to lie to her, even if he was telling half of the truth.

His cell phone decided to go off at that moment. He picked it up to see that it was Agent Coulson or Principal Agent Coulson as he and his team liked to call him when they were all in school. Coulson was assigned to be their "babysitter" or as S.H.I.E.L.D. liked to call him their Principal. But to them, it was babysitter.

"Hello?" Peter called as he walked out of the kitchen after telling his Aunt May that he'll see her in a few.

"Mister Parker," Agent Coulson replied knowing that Peter was probably at home with his Aunt May, so he didn't say anything that she could possibly hear.

"Agent Coulson," Peter said with a smirk, knowing that whatever Coulson wanted it was about Spider-man or the Ultimates.

"Before you ask, I'm just calling in to check on if you're going with the other Ultimates."

"No, I thought about it but..." Peter trailed off. He had gotten pretty good at talking to people he knew, it was just that if he didn't know them he'd be a wreck trying to figure out what to say.

"But you didn't want to because you'd be leaving in a few months and won't never see Manhattan for a while?" Coulson asked as if he was talking face to face with Peter.

"How'd you know?" Peter asked.

"Parker, you're as easy to read as a first grader book."

After Coulson hung up, Peter went out for his nightly duties as Spider-man. It was around 3 when he got back, mostly because some bad guy decided it was a good day to bring a machine gun to try to smash a bug.

When six months was up, Peter and the rest of the Ultimates had to do something that was like S.H.I.E.L.D. likes to call it 'Classified.' It was over in Russia, well, that's what S.H.I.E.L.D. told them at least. But they knew better than to trust S.H.I.E.L.D...

~~ ~~ Meanwhile at Avengers tower ~~ ~~

Everybody was fast asleep, but Tony, what a surprise. Tony was getting everything he could about Spider-man. He's been trying to figure who the guy behind the mask was, but he wasn't have any luck at all. All he knew was he was 5' 10 and had brown hair. Tony sighed as he drank his coffee, it was going to be awhile before he could go to sleep.

It was a couple of hours before Steve woke up (Well duh, Tony was up around 4 something or was it 2?). Steve knew Tony was up to something, but he couldn't find it in himself to get dragged into something he didn't want to be dragged into, again.

Of course, since they have gotten their archer back with the Winter Soldier, they learned a few things like that Spidey worked for S.H.I.E.L.D. and that Hawkeye knew how to get in contact with him. Just one problem, Hawkeye didn't want to get in contact with him because Tony wanted to talk to him, sadly.

After around 2 p.m., he heard on the News that a building was bombed and killed at least two dozen people, including a lady named May Parker who also died. In the news, it also stated that her nephew that was just turning 17 and had to go to foster care until he turned 18. He felt sorry for the kid, but he heard the name Parker before. He just had to know if she was related to Richard Parker.

When Bruce came up to the common floor to get his coffee and breakfast, he came saw Tony getting ready to leave. Of course, Bruce had to ask and, also, drag Steve along with them.

"Tony, why do I have to come?" Steve asked as he sat in the back seat of Tony's car. Tony just looked back at him from the front seat before looking back at the road. Steve had to admit that if they made it out of this car alive, it would be a shock.

"Because you might be able to get him to open up if me and Brucie can't," Tony said a matter-of-factly.

("Did you just call me Brucie?" The man known as the Hulk inquired.) Steve just sighed in response.

"Tony...Slow down please." Bruce begged from beside Tony. Tony drove like a mad man!

"What? I'm not even going fast!" Tony exclaimed looking at Bruce as he moved around another car. ("Look at the road!") Bruce started taking deep breaths.

"Tony, do you want the...other guy to come out?" Bruce said, still taking deep breaths. Bruce looked at Tony. At the same time, Tony slowed down and started to not go around everybody. Behind them, Bruce and Tony heard Steve take a sigh of relieve.

"How much longer until we get there?" Steve asked after a few minutes. Bruce nodded in agreement, even when Tony was speeding it.

"Well, they kinda lived in Forest Hills, New York, and I heard the Parker kid was going there to pick some stuff up. Approximately, about ten more minutes."

"Tony, from Avengers Tower to Forest Hills, Manhattan is only a 37-minute drive," Bruce said looking at Tony like he was a mad man...again. Tony just shrugged his shoulders as if it wasn't nothing.

"I know, but at first, I was going to New York City until Jarvis told me I had to go to Forest Hills. I got mixed up." Tony answered before speeding up and passing a few cars.

"Tony, earlier at the Tower, were you looking up Spider-man?" Steve asked, staring at the billionaire.

"Yup. He a lot of nicknames, in S.H.I.E.L.D. most people call him Spidey or Web-head, sometimes Wall-crawler. He has a bunch more also!"

"So why are we going to a foster kid's house if you were busy with finding Spider-man?"

"Easy, if this Parker kid was related to Richard Parker. Brucie and I would have another science bro!" Stark said, almost jumping in the seat,


	2. Chapter 2

Peter stood in the foster care with a kid he meet who's name was Billy. The kid was the first person he opened up to, everyone else in the foster care he really didn't talk to because they were all into their own thing. He really wasn't expecting Gwen to show up as he was helping Billy with his homework. Billy became like a little brother to him, so when Gwen came in and yelled his name and jumped into his arms, hugging him tightly, he froze for a minute.

"Is it true that Aunt May died?" Gwen said with a tear threaten to fall. Peter reached up and wiped the tear that fallen away. He knew Gwen loved Aunt May, who didn't? She was lovable.

"Yeah, I don't know how... why she went in that building," Peter said as Gwen sat down next to him and Billy.

"Oh, hi there I'm Gwen and you are?" Gwen said to the 9-year-old boy. The boy smiled at her before looking at Peter as if asking Peter if he could. Peter smiled at the young boy as if telling him it was alright.

"Billy!" The young boy said with excitement. Almost jumping in his seat. "Peter was going to take me to the park," Billy said, looking at Peter and Gwen.

"Really? Can I go?" Gwen asked, eyeing Peter, before looking at Billy. She could see the two were close, almost as close as Peter and her gotten before the new kids at school started taking him away from her and MJ, they really didn't ever talk to Harry because he.. Turned evil, and all.

"Sure, if it's okay with Billy?" Peter asked Billy. Peter didn't want to go unless Billy wanted to go, Billy nodded with excitement, it was going to be a long day and he knew it.

~ ~ Avengers ~ ~

After they finally got there, Parker left with the Billy kid and somebody else. Tony pouted that they missed him while Bruce and Steve just sat there waiting, they knew how Tony was. He was always like this when he missed something.

It wasn't nothing new, but they probably see him when he'll get back. That's if Tony doesn't want to go to the Park and meet them. It wouldn't be all that bad if Tony went to a park because he does act like a kid sometimes. An overgrown kid, that is. As they sat down waiting for the Parker kid, Billy, and his friend, they waited for about an hour and a half before they all came back. The Parker kid and the lady that went with them, who they later found out her name was Gwen. Were all laughing as they came in.

"Mister Parker?" The lady who worked there asked, trying to get the attention of Peter to get him to talk with the three super-hero's. Peter turned to look at the lady giving her a questioning look. "Mister Parker, there are three men that would like to talk to you." She stated simply, Gwen, and Billy gave him a confused look he just returned the confused look. Because he didn't know who wanted to see him, for all he knew it could have been three SHIELD Agents, who were going to take him to the SHIELD base to live like Ava and Sam, SHIELD would have been okay it just wasn't somewhere he would like to live until he turned 18.

"Um, okay?" Peter asked as he got pushed into the room, when he noticed they weren't SHIELD Agents he started to get nervous, because why would someone other than SHIELD be here?

"Hi," Steve said to Peter, who awkwardly sat down on the other seat that wasn't being used.

"Hello.." Peter trailed off, looking around the room in case he had to make a quick get-away. It seemed as if the other three noticed him looking around for exits because Tony moved a little in his chair.

"I'm Tony" Tony stated, with the biggest grin on "That's Bruce and that's Steve" Tony pointed to them as he said their names. They noticed Peter shifting a lot in his seat, probably uncomfortable.

"Don't worry, he dragged us here," Bruce said teasingly to Peter, trying to make the kid less tense. Peter laughed a little at that, which made Bruce smile back at the kid.

"What?! I didn't drag you here!" Tony exclaimed before both of the other two turned to Tony and glared at him, Tony put his hands up in surrender. "Okay! So I kind of dragged Steve along, but Brucie, you're the one who wanted to tell him where we were going!"

"Yes, so if we weren't back before tomorrow; you drove us off the road and killed us," Bruce said, his glare if it could kill somebody, Tony would've died.

"I don't drive badly! I just don't drive like people should drive.." Tony trailed off, as they heard a throat clearing, and they both looked at where the Parker kid was sitting a few minutes before they all got in a fight about Tony careless driving and him dragging them along. Instead, they saw him by the door, looking like he was about to leave but wanted to make sure they knew.

"Uh, sorry, but I have to.. Um, go," Peter said as he started to turn the door handle.

"Wait! We wanted to talk to you!" Tony said pouting slightly. Peter just looked at him and rolled his eyes at Tony as if he just said the stupidest thing in the world.

"Um, talk to each other?" Peter said as he stood by the door awkwardly, this wasn't going to be a good day anymore is it? He thought to himself. With a sigh, he sat back down next to the other three people, who were in there also. "Fine, what did you want to ask?"

"Is your father, Richard Parker?" Tony asked, but when he asked Peter froze for a minute before looking at Tony directly and asked;

"Why?"

"Because, we just wanna know. Because your last name is the same as his."

Peter looked at them before sighing again "Well, um.. Yeah, he is. He died when I was 6 or 7." Peter confessed, at the look on their faces Peter knew he shouldn't have told them, that his father died when he was 6 or 7. Because they were all giving him pitying looks.

"So who did you grow up with?" Bruce couldn't help but ask, Peter was actually being open with them. Peter looked at them all, trying to see if he could trust them.

"My Aunt May and Uncle Ben."

"Didn't Ben Parker die a few years ago?" Tony chimed in to ask.

"A half of a year ago."

"Wow, I'm sorry kid" Tony looked at Peter, the kid lost so much in his lifetime. They probably wouldn't have had him to open up if they were pushing him, but he seemed not to care anymore. Peter looked at Tony before asking;

"Now that you all know more about me, can I at least get your last names? Because your hats and clothes looks like you're trying to hide from a public eye." Peter stated as he looked at them. Tony was wearing a black hat, and a little to a large of a jacket while Bruce was wearing a light brown jacket, and a blue baseball cap and Steve were wearing a baseball cap like Bruce but it was red, and a black football uniform that that's a little too big for him also, they were all wearing jean pants, with shoes and sunglasses.

All of them looked at him eye wide before Bruce recovered first as he took his baseball cap and sunglasses.

"Bruce Banner. That's Tony Shark and then that right there is Steve Rogers." Bruce said Parker looked at them all eye wide. How in the heck? Peter thought to himself.

"Uh... it was nice meeting you, but I...I have to get back to...um helping! Helping my friend Gwen with Billy... He needs... help with school." Peter said awkwardly, as he got up and went straight to the door

.

After he left Tony, Steve, and Bruce all looked at each other. They all knew he probably would get up and leave, but that was after they left. It was understandable since they were Avengers, who came to see him.

"I'm going to adopt him," Tony said with a grin as he stood up. Steve and Bruce both looked like he was crazy. "What? He needs a home! OHH, Brucie, do you want to adopt that Billy kid?" Tony asked, Bruce frowned at Tony's question why would he want to adopt a kid?

"Tony why would you want to adopt Peter? We can only keep so many people around us, without them getting hurt in one way or another." Steve said, agreeing with Bruce because they couldn't always be there for him if he ever needed them. They were always busy with saving the world.

"I know, but the only thing we need to do is teach him how to fight..." Tony paused for a minute before adding "I could make him a suit!" Tony said with excitement.

"Oh god," Bruce muttered while Steve muttered "I feel so sorry for that kid right now..."

~~ ~ Ultimate's ~ ~~

Luke, Ava, and Sam left about five hours before Aunt May died, but they still didn't know it, how could they have known it? All they knew was they hadn't heard from Peter or Aunt May for a while, but they didn't think much of it. Because Spidey was always going out to kick someone's butt, it was his job, just like it always been for all of them. But Mr. and Mrs. Cage still had a nagging feeling in the back of their minds, they couldn't shake it for nothing. It's like like they knew something was going to go wrong.

But they all wouldn't be back for another two weeks, even if they were all getting home sick. And not to mention they all hadn't heard from Peter or Aunt May since they left.

After around of 48 hours, since they left and hadn't heard from neither Peter or Aunt May. After about six hours, everybody (excluding Mr. & Mrs. Cage.) was all on the couch look at the phones that they sat up, waiting for someone to call them, SHIELD would call them if anything happened right?

"It isn't like watching these phones is going to make Peter or Aunt May call us!" Ava exclaims as she eyes, her phone, waiting for a text message or a phone call. Whichever one.

"I know, but something had to happen. Because they would have called us by now, it's been 3 days." Luke said watching his phone and the TV.

Without a word from them. All of them knew that they could've missed a call or something. But it wasn't likely.

When Luke's phone went off, they all tried to make a grab for it. And all hit each other head on the others. After Ava grabbed it, she groaned in frustration and answered. It wasn't that they didn't want to hear from Danny because they did. But they really wanted to see if Aunt May and Peter was alright.

"Danny!" Sam said as he grabbed the phone before Ava could talk to Danny. Ava muttered something that sounded like 'Why must boys always be boys?'

"Sam, how is it going on your vacation?" Danny asked, only if they knew if he was heading to Manhattan...

"Eh, not all that bad. I just wish we gotten Web-head here. Peter and Aunt May didn't want to come with us" Sam answered with a whimper as Ava hit him with a pillow from the couch.

"Oh, I am heading towards Manhattan right now. My family didn't need me for long." Danny replied. Knowing that if he told them the truth, they would probably start towards Manhattan also. Danny gotten the phone call from Peter about Aunt May and begged him not to tell the others yet, by the time everyone would be back in Manhattan will be the day that they will have Aunt May's funeral.

"Awesome! Can you come and pick me up? This place is... um, well, boring." Sam asked, getting glares from everyone else in the room.

"I am not actually going to where you are first," Danny said after Sam beg him to get him, and Danny hanging up on Sam after Sam wouldn't stop talking. It was going to be a long flight back to the states..

~~ ~~ Spidey ~~ ~~

Peter knew that telling Danny probably, was for the best that way he didn't have to keep this from him. He still has to call the other Ultimate's, but he just can't find it in himself too, just yet.

When the foster care lady, told him that someone wanted to adopt him, he thought it was SHIELD. So he thought, too bad he didn't know it was the 3 super-hero's. When he walked to see the SHIELD agents, he froze at seeing that they weren't SHIELD agents. They were the 3 super-hero's.

"You're the one's who wanted to adopt me?" Peter asked, knowing that his face had a look that might confuse and a little big angry. Tony tho, just smirked at him and opened his arms up, as if he wanted a hug, or wanted to show off, he couldn't tell.

"Well, I liked you. So of course I adopted you!" Tony replied, knowing how to get on people's nerves, which was really going to get him in trouble someday...

"Wait, what?" Peter asked, dumbfounded, why would Tony adopt him? It didn't make sense 'Yeah, can't wait until the Cage's gets back." Peter thought.


	3. Chapter 3

~~ ~ Avengers Tower ~ ~~

He knew he was doomed, when he saw them standing there. Plain as day, right now he would love for those SHIELD to Agents come. Right now, he needs saving, instead of being the saviour, he's going to be the one who needs saving.

If Fury was right about Tony Stark, he was going to need all the help he could get. The Avengers: Earth Mightiest Hero's. Why would they want a teenager? And one that also worked for SHIELD? It didn't make sense, of course it wouldn't make sense. Could anyone imagine what trouble the Avengers and Ultimate's could get into together?

Just don't let Fury know... Everyone would go down in that one.

There are thousands of ways the Avengers and Ultimate's could get in trouble together. And Nick Fury, will be standing over them, glaring at the all.

When Tony cleared his throat, he remembered; he just got adopted by the Tony Stark. And that he was in a car with 3 Superheroes... Oh yeah, this is going to be a good story to tell the others.

"Welcome to the Avengers Tower!" Tony said with excitement as if this was his first time, in his own tower.

"Uh, thanks?" Peter said awkwardly. Who knew being with three other Superheroes would be this awkward? With his suit on he could talk to them like they were normal people, but without it, yeah it was different.

"No problem, kid," Tony said, as he, Bruce and Steve started towards the elevators. Peter pulled his backpack out and pulled it over his shoulder. Luckily Gwen had to leave before Tony adopted him.

"If you have any belongings, I think Tony could take you to your older house to get them," Bruce said as he walked beside Peter. Bruce knew that Peter must have missed his aunt, who wouldn't miss the person who was your only family for years?

"I actually have some of my things there, they only allowed me to keep a few things," Peter replied. They had allowed him to keep; one skateboard, his camera, clothes, and his backpack (Thank God). Luckily, when he becomes legal age, he could live in Aunt May's and Uncle Ben's old house.

"That's good, I'll tell Tony that he should let you go home. But just a warning, he'll probably want to go with you." Bruce said as they got into the elevator with Tony and Steve.

"Go with him where?" Tony asked with a smirk. Peter and Bruce looked at each other, a bit of fear in both of them. "Can you stop looking like that? It's freaky that you two get along so well already, also a little scary.." Tony stopped in his tracks 'Oh great, now I have another person to team up against me.' Tony thought. When both Peter and Bruce looked at each other and smirked, Tony knew they figured out what Tony was thinking.

"What do you mean, Tony?" Steve asked, even if he already knew what he meant. He just wanted the billionaire to explain himself.

"You know what I mean!" Tony exclaimed as the elevator stopped on the common floor. Everyone else laughed at how Tony sounded like a little kid. Tony huffed as they all made their way into the living room part of the common floor "Sooo, Peter, how do you like us?" Tony asked with a grin. Peter rolled his eyes, at the question, at least they aren't calling him 'Pete' yet.

"Well, you are a bunch of comedians," Peter said, but when he got stared at by them, he knew they probably never had people to tell them that.

"That's actually, what Fury said about Tony that one time," Bruce said as he looked at Peter. 'Oh yeah, that's where I heard someone calling him a comedian.. or something like that.' Peter thought.

"Have you ever meet one eye? He acts all mean and scary all the time, I wonder if he acts like that at home.. Or does Fury have a home?!" Tony said, Peter really wanted to roll his eye's at Tony, of course, Fury didn't have a home! Well.. He might have one. Who knows?

"I.. um, I don't know?" Peter didn't know if he could trust them completely yet or wait awhile... He did have a couple of months before that big mission was starting.

"Well Kid, he's gonna be coming... So, if I was you, I would run." Tony replied, who wouldn't want to run from Nick Fury? His glare could kill somebody..

"Run from what?" Fury asked as he walked in. Without knocking, Peter noted 'So, he does that to everyone? That's good to know.' Peter thought to himself.

"Nuffin, One Eye" Tony said, rolling his eyes at Fury, as he walked to his bar. Just then, Fury spotted Peter.

"What the heck are you doing here?" Fury said pointedly to Peter, who in turn waved at him, a little awkwardly. While everyone else in the room stared at them.

"Uh, well, I don't know... Where am I?" Peter asked as he faked looking around, but he was really looking for a quick exit.

"You know where you are, Parker. Now why are you here?!" Fury asked, why was all super-hero's like that?

"Wait, wait, wait. How do you know Peter?" Tony asked.

"His parents worked for SHIELD." Fury said. But, it was kinda the truth. Mary and Richard Parker did work for SHIELD.

"Oh, really now? If that was so, I would have seen it online when I looked Richard Parker up!" Tony exclaimed as he looked at them.

When Fury was about to reply Peter's phone went off: Danny was calling. Peter looked up from his phone, he was being glared at by Fury while the 3 Avengers, were giving him confused looks.

"It's Danny." Peter said weakly to Fury. Fury nodded his head, knowing if he said no Parker would still answer it. "Danny... Wait, what?..." Peter pauses for a moment before groaning "I was supposed to?... Yeah, okay." When Peter hung up, he looked back at the three Avengers who were looking at him with confused looks, then he looked at Fury.. 'Yeah, that glare could kill someone' Peter noted.

"Parker, when Rand is back in Manhattan take him to SHIELD, both of you" With that Fury walked out. The Avengers still doesn't know what Fury wanted with them..

"WAIT! DID HE SAY RAND?!" Tony yelled once he remembered that the Rand name was on a very rich overseas business man. Peter nodded slowly, yeah, he should have probably told him about being friends with Danny... "Oh, well, at least your not going to tell me you know Harry Osborn" Tony said with a humorless laugh, but he stopped when Peter looked at him. "You know Harry Osborn?"

"Kind of, knew him when I was a kid. His father had him to go away.." Peter answered, unsure of what to do.

"You knew the Green Goblin? before he turned into.." Bruce trailed off, not knowing what to say, they should have found some of this out earlier.

"Well, yeah" Peter replied, rubbing the back of his neck.

"Anything else we should know about?" Steve asked, knowing if he knew things about SHIELD, it could mean Parker was going to try to get a job there when he gets to age. Too bad they didn't know Peter was the leader of the Ultimate's.

"No, no.. not yet at least.." Peter answered but lowered his voice on the last part. They didn't need to know yet, everyone knew who the Avenger's were, with and without the masks. While no one hardly knew the Ultimate's without their masks on, and that's how they liked it also.

After a few days with the Avengers, everything started to turn out well, other than that the Ultimate's weren't back yet. And that he was really missing his friends, it was still weird, everyone talking like SHIELD was all kick-a**, and them talking about the Ultimate's and himself, too bad they didn't know Spidey was listening to them. That would be way too funny.

Danny was going to be in Manhattan in a few hours, Peter just had to find a way out of the Tower. He could hack Jarvis... but he likes Jarvis way too much to do that to him.

"Hey Tony, uh I have a question." Peter knew Tony would either say yes or no..

"Sure, what is it Peter?" Tony asked. Peter hardly asked him for anything, so this was new to him.

"One of my friends are coming back today, they wanted me to-" Tony cut him off, knowing where it was going.

"To pick them up? Sure, Pete.. Ohhh bring them back to the Tower if they want to come!" Tony said with excitement.

After that, when Peter went to where him and Danny were going to meet, he knew something was off in the back of his mind. Was one of their villains going to get out and try something again? Villains were always stupid enough to try again, for some unknown reason. Probably because they wanted to rule the world, it was funny when you think about how the villains always lose.

But then when he thought about it, he remembered: The mission, 5 months before it starts.

No one on the team knew what that mission was going to be, no one. In SHIELD only Fury, Hill and Coulson knew, that should have given them a hint that it was top secret and classified. 'What a joy' Peter thought as he rolled his eyes.

"Peter!" Danny said coming up to him, after they talked for a few minutes both of them got the feeling someone was watching them. For some unknown reason. Danny nodded, knowing what Peter was thinking. They both headed to an old warehouse that the Ultimate's uses sometimes, to change into their suits. After that, they both headed towards the helicarrier to talk with Fury... If he wasn't too mad at them, that is.

~~ ~ Ultimate's ~ ~~

3 more week's and they could go home. Just 3 more weeks. Too bad this week's feels more like years than weeks. They were all getting a little reckless, not knowing what's going on in Manhattan, SHIELD told them they'd be up-to-date all the time. At least that's what SHIELD said, but no one had not heard from SHIELD or Peter for at least 5 days.

Every time they hear something on the news about what's going on in Manhattan it usually has the Avengers in it. Most of the Ultimate's (the one's that is there, of course) wanted to punch the Avengers for taking up the headlines, Jameson hasn't even reported on him other than saying that the wall-crawling menace hasn't been seen for awhile.

It was annoying that they couldn't get a hold of them, but they understood it. Something must have made it impossible to call them,

Four hours later they got the call from SHIELD asking them to all come back home from their trip, they all willingly came back, who wouldn't want to be home with friend's and family?

When they got to the airport with the Cage's everything was working out well, so far, that is. The Ultimate's knew where-ever they go trouble follows them, even if it was a bright sunny day, where it felt like nothing could go wrong. But than the airline got cancelled, so much for not having to use SHIELD planes.

"Do you think everything is alright back in Manhattan?" Ava asked, they were all waiting for SHIELD to get their butts to the air field they were at. It was going to be a even longer day...

"No idea, but if anything went wrong, J. J. Jameson would have reported it." Luke replied, it's been 3 days since Peter called in, telling them that everything was fine. Even if it wasn't completely true on Peter's half. If they knew Aunt May died, well the trip would be off. Aunt May is like their family also, they would do anything for her, just like they would for Mr. and Ms. Cage.

"Luke's right, if something really big happened, we would be the first to know" Ms. Cage said, everyone nodded in agreement as they waited. Ms. Cage knew for a fact that if SHIELD didn't, all kinds of chaos is gonna go down. She wasn't going to let SHIELD get away with not letting them know if something bad happened or not.

~~ ~ Avengers ~ ~~

When Agent Hill called the Avengers to come to the helicarrier they didn't know what was happening, other than Hawkeye and the Winter Soldier was there. And that they might meet Spider-man and Iron-Fist, Tony was jumping up and down in excitement when he heard Spidey might be there. All the other Avengers were starting to think Tony was becoming a fan of Spider-man, Tony even joined the 'Spider-man fan club!' as all of Spidey fans likes to call themselves. It was becoming weird, Tony was fangirling over Spider-man! Or as all the guys who fangirl over things 'Fanboys' they call themselves. The Fanboys and Fangirls is awesome, Flash Thomson (The leader of the Fanclub) was the second biggest, because Tony? He's been doing research, finding out everything he could about Spider-man plus a lot more.

Tony even tried to meet Spidey. A zillion times in the past year and the half. It was starting to become annoying to the other Avengers because, yeah, he was annoying them with Spider-man! They still didn't know how Tony never talked to Peter about Spider-man yet, lucky kid.

Who knows what Fury really wanted, only thing Fury said was 'The Avengers and the Ultimate's has to work together? And Stark, don't mess this up' It was a pain in the butt... A big one and Tony? Yeah, he has a big mouth, a big no good mouth. Even if Tony didn't mouth off, something might happen anyways, it always does.

It's normal, weird became normal actually.

It was crazy ever day, just like it was weird.

For the Avengers nothing was impossible, they seen it all. Aliens, myths and alot of other stuff, nothing was impossible. If you still don't believe it ask the Ultimate's or the X-men. SHIELD dealt with Aliens alot. It was normal for SHIELD also. SHIELD just started letting teens in, which kind of scared Tony for a minute thinking that SHIELD might try to get Peter, but than they all pushed that thought out of their minds, it was crazy right?

Well nothing is to crazy. For all they know, Peter could be a regular teenager/young adult.

"Do we gotta go to see Fury?" Tony begged Steve, as all the Avengers excluding Hawkeye walked to the elevator to go to the top floor to take their jet to SHIELD's helicarrier.

"Yes, Stark. How else will we know what he wants?" Steve replied, getting a eye roll from Tony. When they got to the Quinjet, Barnes and Barton was waiting with the Quinjet ready to fly.

"How'd you get in here?" Stark exclaimed as Barton got into the pilot seat, Clint just smirked at him as started up the Quinjet. Than Stark turned towards Barnes, "How did you get in here?"

"We know how to get around, without no one knowing we're there." Barnes answered as he sat down in the co-pilot seat, Tony just huffed before sitting down. When Natasha sat down, she was glaring at Barnes, probably because of her little crush on Clint. But since she believed 'Love is for children' crap she didn't do nothing about it. After 10 minutes of silence Tony muttered 'Crap, crap, crap'

"What is it this time Tony?" Bruce asked, it was kind of weird not seeing Stark and Thor flying instead of seeing them sitting on the Quinjet like normal people. When Tony looked at Bruce, Bruce only saw a little bit of fear in his eyes.

"Pepper is gonna kill me!" Tony said as he got up and started pacing, and murmuring something. "AH CRAP! I also forgot to tell Jarvis to let Peter know, I'm not at the tower." Tony than started talking to Jarvis, Bruce chuckled at how afraid Tony was of Pepper and Peter.

"We're be on the Helicarrier in about 5 minutes." Barton called out, over his shoulder. Silence took over again, as Tony sat down next to Bruce again. Then Steve and Sam started talking about something, but Bruce zoned out their conversation, not really caring what they were talking about. He thought back to how Tony told him he should adopt Billy. But he also thought about Peter knowing Danny Rand and Harry Osborn...

~~ ~ Helicarrier ~ ~~

Fury called both the Avengers, the Ultimate's that was in the state first, then he got a hold of the rest of the Ultimate's. Both of the teams didn't know why he called them, it was for a good reason... Well, kind of, he wanted them all to bond, so when/if they ever need to work together, they could. Without fighting, the X-men wanted to team up with them also. Fury agreed, they could use all the help they could get.

"Spider-man, Iron-Fist." Fury stated as he sat down in his chair at his desk. This was going to be interesting, to say at least.

"Fury, I get your mad, but I thought they were SHIELD Agents, I did not know they were the Avengers," Spider-man said he knew he sounded like a guilty person, but he really did think they were SHIELD Agents.

"It's not about that" Fury replied back easily, before looking at both of the teen super-hero's. "It's about team-ups. You Ultimate's are friends with the X-men, and Coulson's team. Now I think the Ultimate's are ready to meet the Avengers." Fury stated simply. Both of the Ultimate's froze before Spider-man spoke:

"The person, I have to live with until I'm 18?" Spidey asked, from upside down on the ceiling looking at Fury, with Iron-fist next to him. Fury nodded, knowing Spider-man would catch on soon. "You want us-" He pointed to him and Danny "-With the other Ultimate's to unmask, and become friends with the Avengers?" Fury nodded again "I have to live with those people, you do know that right?"

"Yes, I do. But I also get that if the safety of the world is more important." Fury replied. Iron-fist, knew this was going to be bad for Peter, Peter didn't even know the Avengers for more than three days. And Mr. Stark wasn't known to be the best secret keeper. Mr. Stark was known as the worst.

"May I ask, do we need to take off our masks? Or can we get to know them first?" Iron-fist asked.

"We need you all to trust each other with your lives. Nothing more, nothing less." Fury said, getting an eye roll from Spider-man, even if no one could see him, Iron-fist wanted to roll his eyes at him, but right now, it probably would be for the best if he didn't. Both of the Ultimate's just stared at him for moment before nodding.

~~ ~ Avengers ~ ~~

As the Avengers got on the helicarrier they knew something was up, even if it wasn't big, they just knew something was wrong. Maybe they shouldn't have come? No, they came because they didn't want anyone to die. So here were the Avengers, sitting in the waiting room, waiting for Fury to let them in.

All they knew was: Whatever it is, they probably couldn't say no to. And Tony, he doesn't like it when people tell him what to do (What a surprise). Bruce came with them, Fury said all of the Avengers, but well, he's only got half of them. Because all of the Avengers coming to the helicarrier would be a pain in everyone's butts.. And a truth be told, all of the Avengers would include a lot of people.

But the others Avengers were out. The Black Panther went back home for awhile, while Vision was helping Hank and Janet, who was away doing research. While Ms. Marvel was doing...something? she didn't tell anyone what she was up to. And apparently Hawkeye and The Winter Soldier was back in town. Which was new, ever since Fury made Natasha Steve's partner, he made The Winter team up with Hawkeye, apparently it went well, so well they didn't let Hawkeye be partners with Natasha. But than again, Hawkeye didn't act like he minded it at all.

All Tony could think about though, was Peter, like how wasn't he back at the tower yet. And why he wasn't answering his cell phone, Tony thought Peter would keep it on him all the time. Maybe his phone died, or he lost it. Tony thought as Barton landed the Quinjet on the helicarrier.


	4. Chapter 4

When Fury called them, the Avengers didn't know what was up. However, Fury usually didn't ever tell anyone what he wanted, if he did, that would have been a shock. All the Avengers knew was: The Ultimates was going to be there, and maybe the X-men. When Tony crashed into Spidey, all the Avengers stared at them. It probably didn't help that Tony had a cup of hot coffee, very hot coffee. When Spidey hissed in pain, all the Avengers knew that, if Spidey was in pain, it was because of Coffee it must've been very hot.

"Oh no, I'm so sorry," Tony said as he glanced at the young hero, who had hot coffee all over him. "I didn't mean to, actually I didn't even see you." Tony continued. It was like Tony didn't know what to say, other than ramble about how sorry he was. If that was so, they should probably have Spider-man come around a lot more. The Avengers never saw Tony like this.

"It's fine, really it is," Spidey replied before departing from the room for around fifteen minutes. When Spidey came back, he looked at them all before sitting next to Iron-fist who didn't even talk to anyone for a while. "Do you think, you could all stop staring at us?" Spidey asked. Luckily everyone else was now in their suits. Tony was in his Iron Man suit, while Cap was in his and everyone else was. Even Clint and Bucky was there.

It was still a little weird. All of the being in the same room, together. No one knew what Fury wanted, All they knew, was that Fury had them all waiting like a dog's to be allowed in, once their 'owner' allowed them. Of course Fury didn't own them, but it still felt like that. When the rest of the Ultimates came in, all of the Ultimates went to one corner of the room, all the Avengers could hear was hushed voices. None of them wanted to eavesdrop, so they didn't try. Well everyone but Tony.

Tony kept looking at the Ultimates and trying to figure out how he didn't know they worked for SHIELD. He should have figured it out, every criminal they captured went to SHIELD's prison. The Ultimates moved to sit in the other chairs while Spidey climbed the wall to the ceiling to hang upside down.

"So, you're the Ultimates?" Tony asked, trying to make a conversation before having to talk to one-eyed. Tony very wanted Spidey to be the one to answer.

"No, of course, we aren't. We are pretending to be them so we can take over the world!" Spidey replied sarcastically. When all of the Avengers looked at them confused, Nova decided to play along.

"Yeah, we are kree. Ya'know the ones who can become anyone they want too?" Nova added. When the White Tiger glared at them, and when they seen the confused looks on the Avengers faces, they remembered; The Avengers doesn't know them.

"We were only kidding. If we were 'Kree' we wouldn't have told you that, now would we?" Spidey asked, sounding sorry and a little amused.

"How do we know you aren't just backtracking in case the Kree comes after you!" Thor asks, his hammer in his hand, ready to fight the Ultimates thinking they were Kree.

"Because, if they were SHIELD would have known it when we made them a team," Fury said, as he walked in. "And they hated each other when they first meet each other. Just like you all didn't like each other."

"We liked each other, we just.. didn't get along" Tony murmured before looking up. "Wait, you all didn't get along?!" All the Ultimates nodded not knowing where this was heading.

"Yeah, but now we do get along" Power-man stated, before looking at Spidey and Nova who all the Avengers guessed rolled their eyes under their masks.

"Doesn't all the teams?" Coulson asked as he walked into Fury's office, when the Avengers saw him, they looked like they were looking at a ghost.

"Coulson, they're looking at you like you're a ghost." Skye said as she walked in with May and Fitz.

"Probably so, they hadn't seen me since Loki killed me," Coulson replied back easily as if he never died. "The Ultimates and Avengers, in the same room?" Coulson looked at both teams, knowing both of them could get in trouble easily.

"Stop looking like we're a time bomb," Nova said, "We are all humans, you know!.. Well, kind of."

"Kind of?" Captain America asked, knowing that he heard of the Nova Corps somewhere, when Bruce and Thor also seemed very interested, he knew Nova wouldn't be able to get out of this, without answers

"I'm not from Earth- kind of from the Nova Corps, you probably never heard of them, but I'm one of the ones on Earth. or only one on Earth." Nova replied, Nova wanted to get Power-man to answer, but he knew Power-man wouldn't not wanting to get on the Avengers bad side, and the Avengers would be teaming up with the Ultitmate's sometimes.

"You are not from Midgard?" Thor asked, now very interested. Iron-fist could see how this isn't going to end well, not at least when they find out all the Ultimates are teenagers, and just getting driving licenses. Which for some of them, isn't going to well.

"What's Midgard? If its Earth, then yes.." Nova replied, yeah it's going to be very weird sometimes. When the 3 of them started talking about Aliens and other stuff, everyone tuned them out.

Fury always knew these two teams together wouldn't be the best idea, well it would have been, but it would cause a lot of problems since the Ultimates were friends with the X-men, while Stark didn't like the leader of the X-men; Wolverine. Fury knew this was going to be the best way to bring the X-men and the Avengers to work together. So Coulson should have added X-men to the list.

There are a lot of crazy, but those three superhero teams are going to kill him and their handlers.

"Fury, here's the report's on the Ultimates last mission." Coulson handed over the files to Fury. "You shouldn't send them to most of those places, you send them to." Coulson knew who the Ultimates were without their masks. Most of the time, they get sent out on missions were too dangerous for teenagers. Fury knows he's worried one day the Ultimates wouldn't come back because Parker did almost die that one time if Nova didn't get to Spidey in time.

Coulson also knew now, that the Avengers were his guardians he was going to have a harder time keeping his identity secret. Barton has worked with Spidey before, which makes Coulson a little more at ease, but the other Avengers, other than the Hulk, didn't know the Ultimates. But if the report he gotten about Peter, Tony was Peter's new guardian. Which wasn't going to be fun, it was going to be a lot of trouble for Fury, since Fury is the one who wanted them to team-up in the first place.

"They go on missions they can handle." Fury stated, glaring at Coulson.

"You and me both know, they almost die every week, or day, whichever one you want to use."

"They are called 'Superheroes' for a reason."

"You know, we're right here, right?" Nova asked, annoyed that they were talking about this, again.

Coulson could tell the other Ultimates were getting annoyed, he could feel Spider-man's glare on him. Coulson probably would have glared back if the Avengers weren't around, but he couldn't.

"Yes, we do." Fury started, getting angrier by the minute, the Ultimates knew how to get on his nerves as bad as Stark does, most of the time.

"So, Furball, what did you want us to?" Tony asked, he knew this conversation wasn't going to end up good for someone, and he has just met the Ultimates, he wanted to talk to them! Ok, fine, he might want to meet Spidey, more than the others, he'll just never admit that. When the Ultimates laughed at the nickname, he knew he did right about using that nickname.

"I wanted you two to meet. I'm regretting that now." Fury replied, glaring at him, Spidey, and Nova. Tony knew, well he always knew, he would like the Ultimates, because they sure as heck knew how to get on the Fury's nerves. Coulson and his team left to go do something else, and Rogers followed, probably had questions for Coulson.

Fury knew that Tony was going to try to meet up with the Ultimates again, and even may try to learn their names, and he couldn't let that happen. Especially if Stark finds out Spider-man is Peter Parker, the same kid Stark adopted, and Stark just found out the Ultimates went on dangerous missions. World War III might happen because of Iron Man..

"Really?! I Thought we were getting along great!" Spidey exclaimed. Yeah, Fury is in a lot of trouble if World War III starts because of Stark.

"No offense Fury, but you should have known this, but all of us, together, is going to be a team-up!" Tony replied, smirking at Fury. When the Ultimates looked at Stark, Tony didn't know what to do, they were all staring at him.

"What?" Spidey said slowly. He couldn't, no yet. What if the mission Fury puts them on calls for him having to take his mask off? It wouldn't end up to good. Knowing how Tony would freak out knowing Peter was Spider-man, or fanboy over it..

"You know, Avengers and the Ultimates would be awesome together, so why not team up?" Tony asked, he didn't get why Spidey wouldn't want it. Everyone loves the Avengers!

"We don't work with others a lot" The White Tiger stated before glaring at Tony. And it was the truth, they didn't, only if it calls for it. Even if Spidey teamed up with Wolverine once, or more..

Out of all the Ultimates, he would have thought that Spidey would be the one to talk mostly, but it seemed the wall-crawler was holding back. Stark also noticed that the Ultimates also acted like a family, and if you messed with one of them, all of the Ultimate's would be on whoever's back. It was funny in one way, both the Avengers and Ultimates thought of their teams as family, and if anyone tried to do anything, the person in question should run, fast. Tony wanted to team-up with them, but it seems the Ultimates doesn't want to.

"That is not true, and you know it," Fury stated. "Spider-man teamed up with Wolverine a few times, and Spider-man and Nova, teamed up with the Guardians of the Galaxy. And I don't know who else."

"Okay, that may be true, but none of them ever worked for SHIELD." Spider-man said, but it was true, Wolverine doesn't trust SHIELD just like the other X-men and the Guardians of the Galaxy doesn't come to earth all that much.

"That is rubbish" Fury glared at Spider-man "Are you going to talk to me all day or are you going to talk the Avengers?" Fury asked, when none of the Ultimates answered he turned towards the Avengers. "Good luck with your new teammates." When he said that all the Ultimates looked up.

"Spider-man you are going to be still leading your team, while Iron Man leads his, but when you team up together on some of your fights, you better share the role." He didn't look at Spider-man when he said that, he looked at Tony.

"WHAT?!" All the Ultimates yelled in unison. After that, the Avengers couldn't tell what's being said, other than Spider-man putting his face in his hands. Tony took that as the moment to talk to Spider-man.

"Hello," Tony said, as he sat next to Spidey, who looked up for a second before putting his face back in his hands. "Why don't you and your team want to team up with us? The Avengers are like a big happy family.. Most of the time." He heard Spidey mutter something, but couldn't make it out, before Spidey got up and left, with the other Ultimates, Fury must've dismissed them. "Furball, why did you dismiss them?" Tony asked annoyed, he just got to meet the guy he has been stalking for months! And Fury had to dismiss them!

"Don't call me that, and they had a mission to do. And no, you can not go on it with them. Wilson is going with them." Fury answered. Coulson and his team walked out once the fight started, which left Fury to deal with the overgrown child.

"Sam went with them?" Steve asked. Sam did mention that he knew of the Ultimates but never said Fury might have wanted him on their team.

"No, Wade Wilson." Fury replied, all the Avengers excluding Barton, Barnes and Romanoff, looked at Fury like he was crazy. Which Fury probably was, since he sent Wade Wilson, aka Deadpool out on a mission with the Ultimates!

"Why did you send Deadpool out with them?" Bruce questioned. Tony on the other hand was wide-eyed at the Ultimates might be friends with Deadpool.

"Deadpool and Spidey used to not be great friends with each other, or even friends at all. They had a.. small mission together, and they became friends during it." Coulson answered as he walked back into the room.

"Does Deadpool know who Spidey is without the mask?" Tony asked, getting out of the shock. It was weird, Deadpool being friends with Spider-man. Deadpool was an Anti-hero, meaning he could be on the good side or bad side, whichever one he wanted to be on.

"His alter ego? Yes, you could say that, but no, he doesn't know who Spider-man is." Coulson replied, again.

"He has two personalities?" Thor questioned, speaking up for the first time.

"You could say that." Fury said. "Now get the heck out."

~~ ~ Later, at the Avengers tower. ~ ~~

Peter still wasn't in, and it was 9. He hasn't even called! Peter must've got used to the foster home, not caring about where he was. But he lived with the Avengers now, so he couldn't just walk out and come back whenever he felt like it. Peter said he was picking up his friends, and here it is, 5 hours later! Tony would have been on the computer looking up more stuff about Spider-man, but nope, Peter went missing, and now he's worrying about Peter. He couldn't even find Peter's phone! Or where he last had it! A lot of things couldn't make Tony Stark mad, or annoyed, but two things could; not being able to find people, and his tech not working right. When Bruce told him just to give it until 10. But when 10 came, he got a call. He should be happy about it, he knew that, but at least it could have been a video call.

"PETER!" Tony yelled over the phone. When he heard Peter mutter 'dang it' he knew Peter had the phone to his ear.

"Tony, hi," Peter said, before adding "Yell in my ear again, I'm hanging up." Peter knew that Tony must've been angry, because he hasn't been back at the tower all day, since he left to get Danny, but Fury wanted them to come. And Fury is his boss and all..

"Hang up on me, and I'll get Jarvis to lock you in the tower." Tony stated, knowing that'll get to the teenager, or probably would.

"I'm at the hospital with my friend Luke and Danny. My friend had to come to the hospital because he broke his.. ankle?.. Sorry yeah, it was his ankle, I had to ask Luke." Peter replied, but Tony could hear the hushed tones of people talking.

"Ankle? Why didn't you just bring them here! Brucie got his medical degree when everyone kept getting hurt all the time."

"Uh, well- um, it was because we weren't on that side of town-" Peter got cut off when Danny took the phone.

"Peter, the sign says 'No phones allowed.'," Peter's friend said, which got a sigh from Peter. Tony could tell his adopted son was annoyed, when Peter sighed it was of annoyance, or it might be out of boredom.

"It's my.. Guardian," Peter said the last part lower than normal, if the other Ultimate's weren't busy with other things, they would have probably caught Peter.

"Oh- tell him you'll call him back later." The friend said, letting Peter have his phone back. Tony couldn't place where he heard that voice at, but it sounded familiar..

"Hey, I'll have to call you back later. Oh and, I couldn't let Bruce, because.. of reasons." With that Peter hung up.

At 1 A.M was when Peter got back, with Danny and Sam. Ava, Luke and the Cage's were staying at the SHIELD hospital with Billy. Wade had to go to SHIELD's main HQ and fill them in with what's going on, tomorrow it was going to Peter, Danny, and Sam who's going to watch Billy. Billy was young, yes, but he was also a mutant.. Peter's thoughts trailed off as he seen the lights on his and Tony's floor on, Tony couldn't be up right now could he?

"PETER!" Tony yelled, as he came out of his room, with a robot behind him, who if Peter could remember right, he called the robot dummy?

"Tony, what are you doing up?" Peter asked. All of the Ultimate's now knew that Aunt May was dead, and he may have gotten yelled at for being so stupid for not telling them. It paid off in the end because they found out the reasons why he didn't tell them, and it was worth them not getting hurt. Aunt May's funeral was going to be in four weeks, SHIELD set up the date, trying to as helpful as they could.

"Ahh, nothing much, just building things, like always." When Tony saw Peter's friends, he thought Peter was only bringing over Danny, but now Peter had someone else with them. "Who are they?" Tony pointed towards the two other teenagers.

"That is Danny Rand," Peter pointed to Danny, who nodded, then he pointed to Sam. "And this one, is Sam Alexander, who is an idiot."

"You're the one to speak" Sam muttered under his breath, which Danny wanted to laugh at, but didn't.

"Your friends?" Tony asked, eyeing both teenagers. Tony didn't catch what the one named Sam said, but it probably was something about the idiot comment. When Peter nodded, Tony let it slip. "Okay, well, you're both staying here?"

"Yeah, they are, you see, they used to live at my and Aunt May's house, because they didn't have a home here.." Peter answered, not knowing how to not give anything that might point 'Ultimates' at them.

"Really? So she had three teenagers in her house?" Tony asked, but no one said anything to prove him wrong or right.

"No, there was two more of us." Danny answered, knowing Peter won't answer. But who could blame him? Stark was going to have to put up with five teenagers, the same amount of Ultimates.

"FIVE?!" Tony yelled eye wide. "Jarvis, make room for five teenagers.. five!" He knew it could be worst, what if it was six or seven or even eight teenagers?! Yeah, the Avengers are going to have a handful. Maybe they like science also? Tony thought to himself, but they probably didn't.

"You're lucky Luke's parents didn't need to live here, but they live on the other side of town. Soo yeah, you don't have to count them in." All three of them knew that if Tony found out, somehow, that they knew the Cage's, then it wouldn't end well for none of them. Tony might put all of the pieces together and figure out that they are the Ultimates.

"So that means just the five of you?" He didn't want to believe that the same day he meets the Ultimates, Peter brings in four other teenagers, the same amount of Ultimates! But he couldn't believe that, Peter would have told him? Right?Maybe he just had enough friends that look like them? Tony couldn't help the thoughts going through his head, Fury did know Peter also..

"Yeah, but Ava is the only one of us who's not a guy." Sam replied, both Peter and Danny rolled their eyes. The White Tiger aka Ava Ayala, who is like their sister, is also grumpy if she doesn't get 9 hours of sleep.

"One girl?" Tony asked. Okay their not making me feel any easier.. Tony thoughts got cut off by Peter.

"Yeah, but when she comes Gwen and MJ will be hanging out around here a lot." Peter answered as he sat down. Tony noticed all three of the teenagers looked.. sleepy and beat up?

"Why are you all dirty?" It was better than asking why they were bleeding on their arms. Tony knew he shouldn't ask so many questions, but he had to ask.

"We had to help a friend of ours out." "Peter ran into the ground." "Sam started a fight with someone stronger." The three teenagers said in unison, which they all stared at each other, before looking at Tony, who looked confused at them all.

"It was all three of those," Danny answered, knowing the truth may help a little. "Sam started the fight, trying to help our friend, who is younger than all our us, and while the fight was going on, Peter moved our friend in time so he wouldn't get a face plant to the ground, Peter got it instead, that's how everyone ended up taking turns at the hospital." He left out the parts where Wade was also there. They didn't get beat up too badly, and they were healing fast. Danny didn't know if Stark could find out where the Hospital was or who the person was, but he hoped for Billy sake, that Stark wouldn't try to find out.

"Yeah, but when Luke punched the guy in the face, the guy looked like he saw stars!" Sam added in, while Peter rolled his eyes and muttered 'idiot.' which Sam caught onto, "Hey!" Sam yelled.

"Yeah, you are and you know it," Peter replied, and went over to where the soda was. "Tony, where do you store the soda at again?"

"Cabinets if not opened!" Tony replied, still going through the information he got about where Peter's been at all day. "So can I go to the hospital? I'm pretty sure Bruce could help out." Tony knew it was a big risk, and if they were hiding it.. When all 3 of them froze at Tony wanting to go to the Hospital to meet their friend, they knew it was a big mistake adding in that their friend was at the Hospital now, since the Hospital was a SHIELD hospital, 'We are so screwed.' Peter thought.


	5. Chapter 5

Tony noticed they all froze at his words like they weren't suspecting he'll ask it, if he didn't know any better he would say they didn't want him to know which hospital. Peter was the first to recover and grab three Dr. Pepper's and gave one to Danny and Sam. It didn't quite make sense to Tony why they wouldn't want him to know which hospital. But Tony couldn't figure out who was in the hospital neither. Maybe one of their other friends? Tony thought.

"You can't go, they only allow close friends in." Peter answered it was true, since Billy's family were all dead it meant close friends were allowed in, plus Billy is at a SHIELD hospital, which only SHIELD employees are allowed.

"Really? Why do I get the feeling you just don't want me to go?" Tony asked, he couldn't help it, he felt like they were keeping something big from him, and he didn't like it. Not that all.

"You're not allowed to go," Sam said, looking at Stark knowing what Tony was thinking. "Because it took us since six p.m to around ten p.m to just get them allow us in." It would be a big risk to let Tony know it was a SHIELD hospital, a big one, which they couldn't risk. Risking it wouldn't be good, not when Fury wants them to work again, all of summer break. No breaks, so for the Ultimate's summer break is going to be summer working time. And they might have to team up with the Avengers.

"Well, I'm an Avenger, I could probably get in easier," Tony stated. "Jarvis, look for the hospital that their friend is in." Tony knew he was annoying them, because they all gave him annoyed looks. It was going to be a very annoying night for them.

"Yes sir. Anything else?" Jarvis asked.

"No, that's all for now Jarvis." Tony responded before looking back at the three teenagers. "Now, spill it or Jarvis is going to tell me." Peter looked at the two other teenagers who both froze before Danny nodded.

"Billy, Billy is the one who had to go to the hospital," Peter replied, but Tony didn't say anything, he was just waiting for them to continue. Peter sighed before continuing "It's a SHIELD hospital, Luke's parents work for SHIELD, now you know." When Tony laughed, everyone else in the room looked at him.

"I'm sorry, for a moment there I thought the words that were going to come out of your mouth was going to be 'We work for SHIELD.'," Tony laughed for a moment, but when the others didn't join in he added. "Because if you did, you would have to worry about Iron Man on your door steps."

"Referring to yourself in the third person and door steps? We are going to be in your tower. I repeat 'your tower'." Sam replied. Yeah changing the subject, this should get him off of the track for awhile, Sam thought, when Tony threw him an unimpressed look, Sam knew he didn't throw Tony too far off track.

"I'm not stupid you know?" Tony states, when everyone just stares at him blankly, Tony doesn't know what to think. Other than they have a staring problem, he thought, or maybe they are hiding something, but that couldn't be true, could it? Peter cleared his throat getting Tony out of his thoughts and back to reality.

"We know, but uh, we aren't lying. I would never lie to you Tony." Peter answered, he learned to trust the genius even if Tony could be annoying, almost as annoying as Nova is. Peter knew he couldn't always not lie to Tony, because being Spider-man came with secrets and all, but he was going to try to be truthful with Tony as much as he could.

"So, if I tell Jarvis to put a lie detector on, it would show you never lied to me?" Tony asked, when Peter nodded he decided to test it. "Jarvis you heard us."

"What?! I was telling you the truth Tony!" Peter exclaimed, it was true, he wasn't lying. But if he said he never lied to Tony, that would be a lie because he did lie about some things..

"I know, just wanna know if you did ever lie to me" Tony stated with a smirk. Stark knew if they thought he putted some of the pieces together, they would probably just say they don't know what he's talking about, but if they were lying Jarvis would detect it. But Tony just wanted to make sure, he couldn't have Peter and his friends working for SHIELD, they were teenagers! And SHIELD was for people with fighting skills at least and they probably couldn't even hurt a bug, Tony thought, it was true, they didn't have abnormal blood or anything.. did they? SHIELD did start recruiting young heroes. Tony couldn't stop his mind from wandering, if Tony could remember right Spider-man talked Fury into it.

"No, I hadn't" Peter answered. Okay, not the total truth..

"Sir, it came out as if Mister Parker lied." Jarvis said. Thanks a lot Jarvis, Peter thought.

"Peter, what have you lied about?" Tony asked, smirking at Peter. Tony just wanted to know, he couldn't help but want to know. If one of their friends family members works for SHIELD, it could mean..

"He hasn't lied about anything." Danny answered folding his arms over his chest.

"Sir, Mister Rand has also lied." Jarvis reported, getting glared by the three teenagers. Tony didn't know why they were glaring at the ceiling, but he just letted it slip, he was having too much fun.

"Okay, it won't hurt nobody to tell me, you know that right?" Tony asked, he did want to know what they were hiding, yes he only knew Peter for a few days, a week and a half at most. Even if it felt as if he knew Peter longer than he did, he just wanted to know."You don't know that." Sam muttered, Peter and Danny nodded in agreement, knowing what Sam was meaning by it. Tony on the other hand just looked confused.

"What?" Tony asked slowly, not sure if he likes where this conversation is going. He turned around to get something to drink, when he turned around after no one gave him a reply he learned they were all out like a light, asleep. They must've been very tried to go to sleep that fast. Tony decided to go to bed also, but he didn't know if he should move them or leave them. He decided against it since they were all sleeping like babies.

~~~ Next day ~~~

When Tony woke up, he didn't see any of them, they were all gone, the only proof they were there were the dirty dishes. Jarvis told him that the teenagers left at six A.M it was now eight A.M. He missed them by two hours.

He walked to his lab, knowing Bruce would probably be down there also, he needed a friend to talk to, even if the friend wasn't that good of a listener. Bruce was a good Science Bro.

"Tony, I didn't think you would be up for awhile." Bruce said as Tony walked into their shared lab space. Their lab was big, big enough so it could have at least over a hundred people, on one wall Tony has the Iron Man suits he's building. Bruce is always on his side of the lab, and tries to keep Tony on whatever project he's doing, which is hard. Tony whenever he feels like it, wanders over to Bruce's side just to annoy him, now Tony can annoy Peter. Bruce notices a lot of things, one of them is that Peter holds back, a lot. Like how Peter doesn't react much to sarcasm. How Peter could take insults, just tried to act like how he didn't see it coming, how every time somebody throws something at Peter, he catches it or, moves so it wouldn't hit him. Bruce would have asked Peter about it, but every time he tried to mention it, Peter avoids it. Bruce wanted to ask Tony if he noticed it.

"Well, here I am. So what's the project for today?" Tony asked. Bruce knew he should ask Tony, or anyone else, but he just couldn't, it felt like it was something more than Peter was letting on, maybe bigger than Bruce thought it could be.

"SHIELD wanted us to build the Ultimate's a quinjet. Apparently in around five or six months they are going to have a mission. They're going to train the Ultimate's how to fly it." Bruce answered before adding. "And they want it not to have anything that can make it possible for you to spy on them." Tony faked looking offended.

"Why would I do something like that Brucie?!" Tony asked, okay Tony may have thought about doing it, but it was just going to be a few! Bruce must've known what Tony was thinking because Bruce gave Tony an unimpressed expression. So, that's where Peter found that look.. Tony thought, Peter and Bruce got along great. But the only thing Bruce is thinking about is how he wishes that Peter would come to the lab soon. When Tony and Peter is in the same room, Tony picks on Peter, and no one else because Tony is usually trying to get Peter but Peter is good at coming back with insults. That's one of the main reasons why Bruce wanted Peter in the lab, to annoy Tony, so Tony wouldn't do anything he'll regret later, like making the Hulk mad.

"Sir, Mister Parker and his friends are back, this time with four other people." Jarvis said, Bruce threw a questioning look at Tony who just waved it off like it wasn't anything.

"Tell Pete I'm in the Lab with Bruce," Tony replied to Jarvis, when Bruce glared at him for not answering Tony sighed before saying; "One of their close buddies are in the hospital. Peter and two of his friends came back yesterday night around one-ish I think? I found out which hospital their friend was in, and it turned out to be a SHIELD infirmary. I don't know what they're keeping from me, but I'm sure as heck going to try my best to earn their trust as best as I can." Tony said to Bruce, who just stared at him before giving him an impressed look.

"I didn't know you had a heart Tony." Bruce said with a laugh, Tony glared at Bruce as the doors to the lab opened and showed soaking wet teenagers. Three of which was girls, who looked mad.

"I told you it was going to rain!" Ava snapped at Sam, who rolled his eyes. Tony and Bruce shared a look with each other before looking at the teenagers, Peter, Danny and someone else were all talking while three girls teamed up against Sam.

"Yeah, just because you looked that the clouds!" Sam replied back, getting the three girls even angrier, if that was even possible.

"Yeah, you wanna know what?" Ava asked, knowing how to make all of the boys pay for them getting wet even if it was just Sam's fault.

"Whatever it is, don't bring us into it." Luke said, before talking to Peter and Danny again. Tony and Bruce had no idea what was coming on, other than that it was not going to end well for Sam.

"Fine, as long as you agree to help us-" MJ stated, pointed to her, Ava and Gwen. "-Get back at Sam, if not. Wish his funeral wouldn't have been soo soon." Ava and Gwen nodded in agreement, when the others heard this they all looked at MJ with a look of fear and awe.

"You know violence gets people nowhere." Danny said, folding his arms over his chest, giving the three girls a disappointment look.

"We know that, but we also know this idiot here made a big mistake." Ava said, also folding her arms over her chest and glaring at Sam.

"Maybe if you weren't afraid of the ohh-so-scary rain, you wouldn't have to get all angry!" Sam replied. Oh yeah Sam was doomed now.  
"Shut up before they decide to kill you Sam." Peter said to Sam, even if it would have been nice if they would have hurt Sam in some way.. But Sam was also an Ultimate, they couldn't have him hurt right now.

Something in Tony's mind clicked, he looked at all of the young adults, they all sounded like the Ultimate's in a way. Bruce must've noticed it also, because Bruce started paying attention to everything they did, if Tony remembered right the Hulk teamed up with Spidey a few times, and the Hulk liked Spider-man, it seemed. But something caught their attentions, Luke and Peter started talking again like Spider-man and Power-man did earlier. It was like watching the Ultimate's from earlier when they were all talking, but this time they acted like nothing was wrong.

"I don't think they will," Sam lowered his voice for the next part. "Because Mr. Stark and someone else is staring at us." The rest of the teenagers laughed, knowing full and well Ava could get away with it.

"I don't think that'll stop her," Danny replied, knowing what everyone else -other than Tony and Bruce- was thinking. Ava would find a way to make Sam pay, even if it meant making him pay by her, Gwen and MJ hacking into his computer. And they may even get Peter and Luke to help them with it. When Danny noticed Tony and Bruce looking at them, it freaked him out a little, if they find out about them being the Ultimate's it wouldn't be good for them. The only ways the Avengers would find out is by the Ultimate's themselves or if the Ultimate's gets hurt badly enough.

"Yeah listen to them, before I murder you in your sleep." Ava replied, with a smirk. Gwen and MJ nodding in agreement giving the other Ultimate's glares as if they thought the others would be brave enough to step in to save their friend, who was stupid enough to cross their path. Sam wasn't going to make it out of one of the theses one day, and that day might be soon because Ava did threat to murder him.

"listen to her man, before Ava does kill you." Luke added before Sam could say something and Ava go all White Tiger and kill Sam. Ava knew how to control her wanting to kill Sam, but it was becoming harder to do since Sam wouldn't stop being annoying.

The two Avengers in the room didn't have no idea what this little fight was about, all they knew was three teenage girls against one guy. And his friends wouldn't even help him out! Which Tony would laugh at but he has been in that situation with Pepper and the rest of Avengers not helping him out. It seemed like the teenagers forgot all about them being in the room again, because the girl named Ava was about to murder Sam in front of them, like it was nothing. Peter and his other friends -who wasn't helping Sam- didn't even try to help Sam or even act like it was uncommon for Ava wanting to kill Sam.

It seemed like it was a common thing for them. An everyday thing, that was common for them. The two Avengers didn't understand it, nor did they know what the fight was all about, and it might be something about the rain? Yeah not weird at all, Tony thought, because Pepper did get angry that one time about that one thing.

After another five minute's of the others talking the ladies into not killing Sam, it returned to normal, but Bruce and Tony found out another thing about Peter's friends.

"So, names?" Tony asked, tired of not knowing who's who.

"You already know me and Danny." Sam said, sitting down after the fight was over, even if Ava might not talk to him for awhile.

"Yea, we do, who are the rest of the people?" Tony asked, Bruce must've figured out Sam and Danny by now.

"I'm Luke, Luke Cage." Luke introduced himself, smiling at them. The name clicked in both of Tony's and Bruce's minds, but they wanted to find out the rest of the teenagers names.

"Ava Ayala." Ava said, not even bothering to look at Bruce or Tony. It might have been rude, but she was texting Ms. Cage about Billy.  
"Mary Jane Watson, but everyone calls me MJ for short." MJ said with a smile, before asking Ava what's up at the hospital.

"Gwen Stacy, Peter's girlfriend." Gwen said with a grin. It wasn't every day somebody gets to meet the Bruce Banner and Tony Stark, even if Stark adopted Peter, and she might see them a lot. Stark and Banner both had a look of shock on their faces for a moment, before looking at Peter to see if it was true. Gwen forgot to say ex-girlfriend, but she didn't forget it, she just didn't want to add the ex part to it. She knew Peter only broke up with her again so she would be safe. Even if she kept telling him she wanted to be with him.

"Its nice to meet you all..?" Bruce replied, Bruce knows without even looking at Tony, he was staring at Miss Stacy because of her dating Peter, none of them even known Peter even had a girlfriend! Peter never mentioned it. When Peter and Luke stopped talking and looked at Tony and Bruce, who was looking at Gwen as if she just told them something they didn't know, which made Peter curious about what she told them. Hopefully something that wouldn't have them connected to the Ultimate's.

"So, what's up guys? I didn't think you both would be in the lab yet." Peter asked, it was true, Tony was up all night probably the other night, which made it almost impossible for Tony to be up at this time in the morning.

"You having a girlfriend," Tony said pointedly to Gwen, when Peter gave Tony a confused look, Tony continued. "Stacy? She just said you were her boyfriend."

"What?" Peter said slowly before looking at Gwen, who smiled before walked away nervously. "Me and Gwen isn't dating." Peter told them knowing they broke up when the Green Goblin almost killed her.

"That's not what she said." Tony said folding his arms across his chest and staring at Peter. He's now only finding out about Peter having a girlfriend! Now of all times Peter could have told him.

"Me and Gwen broke up." Peter replied, staring back at Tony.

"She didn't add the 'ex' part to it, so I don't believe you." Tony argued.

"Oh, really? So you're saying you don't believe me?"

"How could I? I didn't even know you have six friends! Not to add to it, you all look like you been in a fight!" When he said that, all of the teenagers -excluding Gwen and MJ- looked at their clothes which were muggy from dirty and water, and then looked up at him in shock.

"We, uh- I uh- I can explain about that," Peter said, when Tony looked at him, as if telling him to continue, Peter sighed before explaining. "Remember last night? Well when we were heading to the infirmary that was holding our friend, we ran into Luke and Ava, and ended up helping some people out. While we were at it, we got dirty, we didn't meet up with Gwen and MJ until we were back here in Manhattan.".

"Yeah, he's telling the truth, he didn't know what he was doing. He ran smack into the wall!" Sam said laughing at the memory, not adding the guy wasn't the good guy, the guy who they were saving was a SHIELD IT person. Luckily the criminal didn't even know a from b.

"Oh yeah, that guy needed to learn how to walk. I know we can be annoying, but we aren't that annoying." Luke said, trying to help Peter out, if he told Tony and Bruce about them being the Ultimate's right yet, it might not end well.

"Aren't that annoying? You all are very annoying!" Ava stated, glaring at Sam, Luke, Danny and Peter. Ava was like their sister, of course they needed to be extra annoying to her sometimes.

"Why did you all change the subject?" Bruce asked, knowing what they were doing. Tony does it all of the time.

"We didn't," Danny said. "We just kept adding onto it, then when it got to the annoying part, Ava said we annoy her a lot." They didn't change the subject it wasn't like they just said 'Hey, what's that?' and then never talk on the subject anymore.

"But you did change the subject." Tony pointed out, he would never admit it, but he wanted Peter to tell him what's going on, and why Peter didn't tell him in the first place. He knows Peter doesn't trust him completely yet, but Tony is willing to try his best to get the trust. During the time Tony known Peter, he learned that Peter wasn't a people person, Peter was more of the socially-awkward than anything, and that Peter could be very sarcastic. Tony hasn't seen many people who could insult anybody, even somebody who didn't even do anything stupid.

"Alright, let's make a deal, when we feel like telling you the whole story, we can. But not until then." Peter said, when both Avengers nodded, they knew Bruce and Tony won't try to find out unless it's by Peter's means.

"This place is big." Luke said in awe, finally noticing all of the projects and whatever was in Tony's workspace. But what caught Luke's eye was Bruce's workspace, it was something like what made Peter have his powers.

"You're into science?" Bruce asked, Luke was eyeing the project he was working for on SHIELD, a project that if Bruce remembered right Richard Parker made, the radioactive spider.

"Yeah, my parents are scientists. I learned mostly from them when I was a kid." Luke answered, if they added in the fact that his parents also died in a plane crash, it probably end up with Tony thinking that Richard and Mary Parker was alive, which they aren't. After that it was all a blur if you ask some of them, most of the science geeks started talking about a lot of Science things which Sam didn't understand, at all. So he went exploring.  
Sam reached the main room when he saw that Barnes and Barton were there, with the Black Widow and Captain America, so that's how Sam found himself lost. In a big tower, with over who knows how many floors! After an hour and a half, he heard a voice.. in the wall? Which he couldn't help but start glowing like he does when he's Nova.

"Mister Alexander, Mister Parker is coming towards you." Jarvis said, but he Sam couldn't help but not stop glowing, which when Peter saw him, got a punch in the jaw.

"Idiot, you can't do that around here, Jarvis see's all!" Peter said half quietly and half yelling. "And he tells Tony if Tony asks!"

"I couldn't help it!" Sam said, as he stopped glowing and walked beside Peter, who started walked away back to where ever. Peter knew more about the tower than Sam did, mainly because Sam is new to being in the Avengers Tower while Peter lived there for a week and a half.

"So, do you think Ava could hack into Jarvis and delete that?" Sam asked, Peter didn't respond just kept walking.

"No, if Tony asks about it, you have to explain." Peter answered as they got onto an elevator. They meet up with the others, for another two hours they were there, no one mentioned about SHIELD, or anything, they just acted like normal people who didn't have anything better to do. It was a great day, other than getting called by Ms. Cage telling them to come to the SHIELD HQ. And then that fight that went on there.

"If it makes you feel any better, we should have known we were gonna end up in the infirmary," Wade said, sitting cross-legged on his bed. "And we get to have team bonding time!" when everyone just stared at Wade, he took that as a way to tell him to shut up.

"In a dull white room, where we're the only ones who in it?" Peter asked, daring Wade to say yes. They got stuck in the infirmary just because of chemicals being air born! It isn't like they weren't mutants already. They were mutants already! It was going to be a long day, not to mention they were all supposed to be back at the tower before 9. Well guess that's not going to happen anytime soon, Peter thought to himself.

"More like the nut house." Sam muttered, luckily SHIELD had clothes in the room to change into, with a bathroom and kitchen, the kitchen and living room, and bedroom was all in one while the bathroom wasn't. No one couldn't say SHIELD didn't do their prisoners right, even if the prisoners weren't being held there against their wills.

"Nuttie, nut, was the nut, who ran into the nut house." Wade began to sing, but everyone thrown their pillows at him, making him shut up. "I was just singing!"

"Yeah, but if you keep it up SHIELD might think we are insane!" Ava snapped, she's been in the same room as them for too long, she's going to go crazy if somebody doesn't let her out.

"You forget, Wade is insane." Peter replied, getting Wade to look at him as if he was insane. Only thing that could change the situation was that the stupid people who thought about breaking into SHIELD HQ knocking over the chemicals.

"How much longer?" Sam complained, they have been stuck there for an hour or two.. Everybody was annoyed, and could snap at any minute. They could break the door anytime they want to, but they didn't because it probably won't be safe for the other Agents.

"None of us knows yet." Luke replied, only thing they could hope for was that his parents would get something to get them out of the nut-house/hospital.

"Peter, weren't we all supposed to be back before nine tonight?" Danny asked, getting Peter to facepalm over and over again. Not good, not at all.  
After of being locked up in there two more days, they were allowed to leave. Peter was going be in so much trouble. Everyone was, but if the others ever found out about Wade.. No one will probably survive that


	6. Chapter 6

Three days later, when the Ultimates aka Peter and his friend got back, they were greeted by Tony, who was giving them a death stare. To them, Tony was half of what Fury was, so they weren't all that scared, but on the same note, they were very scared of what he might have found out.

When they made it into the lobby of Stark Industries, they were met face to face with Tony Stark.

Maybe they should have called, but it might not have been the best idea to say 'Hey Tony, hope you don't mind, but me and the others are the Ultimates. We can't come back 'till we get done here, cya later!'.

They were standing in the middle of the Stark Industries lobby, about to be yelled at by the Tony Stark, himself and yet, they were more scared about if Tony didn't trust them enough, even if Tony did find out their secret it wasn't like he was going to tell everyone, right?

"Peter, about time you all got back here!" Tony said, keeping his voice surprisingly calm, which got Sam to look at him and laugh. "Why are you laughing?" Tony asked.

"Because, you never act like this. You are like a man-child!" Sam said, not helping the others at all.

"Tell me where you were at, please?" Tony asked, kindly, to kindly for their liking. Peter and Luke shared a look, before looking at Ava and Danny, who both also had the same look on their face.

"Luke's parent's in New Jersey, to help out with - er, something to do with their work." Peter answered, looking at his friends for help. Tony just shook his head, before staring at them again.

"It's the truth, Mister Stark. My parents wanted our help with something, so we helped them. We didn't know it would take so long." Luke answered honestly, since Peter did answer honestly also.

"Jarvis, did they lie or not?" Tony asked his AI, sometimes they hated Jarvis, sometimes they love him.

"Yes, sir," Jarvis replied. "They were not lying this time, sir." Tony just stood there shocked for a minute, before asking the big question;

"What were you all doing for them?"

"We were helping them, with their work." Ava said, talking to him like he was a child. When he threw her an unimpressed look, she just brushed it off and smiled. Peter, Luke, and Danny just had blank looks on their faces, Sam on the other hand, was smirking at how Ava talked to Tony Stark.

"Jarvis, hack into their phones and whatever else," Tony said, looking Peter dead in the eye. "Why are you all being so hard at just telling me?" Tony stood in front of them, staring at the teens waiting for them to continue.

"Maybe because, we learned going around and telling people isn't always easy." Peter answered, half truthfully. Knowing the truth behind the sentence, the Ultimates all agreed.

"Sir, their phones and tablets have SHIELD locks on them." Jarvis replied, getting Tony to stare at his adopted son even more. What did they not want him to know so badly? It couldn't be all that bad, could it? Tony's thoughts were going in over time. He just wanted to know why, why Peter wasn't being honest with him sometimes.

"Why are there SHIELD locks on your phone?!" Tony asked. He couldn't believe it, why did they have SHIELD locks on their phones and tablets? After a few minutes of them not answering, he sighed before telling Jarvis to hack into the SHIELD locks and open the phones up. "Jarvis is going to tell me what's on the phones, if you don't." When none of the teenagers tried to protest, he took that as a sign that they didn't care.

He told Jarvis to tell him and the teenagers, before Peter stated;"The phone and tablets have nothing on them, other than science! We were helping them with science. Our friend, Doctor Connors works for them also, my father worked with Doctor Connors." Peter snapped, not knowing why, but it felt good that he didn't have to lie about Doctor Connors.

"Sir, I looked at their phones, it appears to only have some science stuff and phone numbers, and photos. On their tablets it has school folders where their school stuff is in." Jarvis answered, making Tony look shocked, again.

"Truth? Yeah, it's the truth!" Sam said with a smirk. "I don't even like school, but these nerds make me." All four of the others glared at him, which made him mutter sorry.

"Excuse me?" Ava said, glaring at him, which in turn he ran.

"Idiot" Peter, Luke and Danny said in unison, which made Tony look at them in confusion, it wasn't usual for Tony to give them that look anymore. It was normal because he didn't understand them half of the time, or all of it.

Tony noticed at how Peter and his friends always act like nothing can bother them. He could tell that even if they act like it didn't bother them, he caught sight of some fear in their eyes before it turns back into nothing. Luke always tried to get the others out of trouble, and the funny thing about it, he noticed Peter and Danny do the same thing. He could swear he saw a hint of fear in Sam's eyes as he ran from Ava, but in Ava's eyes, he just saw amusement. Danny, he could only say a few things about Danny, and that was that he liked Danny, and that Danny and Luke were good kids. He couldn't say that about Sam, because whenever trouble comes their way, he tries to figure out a way out of it, instead of thinking of what it might bring them to. Ava, she reminded him a little of Natasha when she was angry, and she looked like she could kill someone with just staring at them long enough, which was why Tony did not mess with her. At all.

Yes, he's afraid of her, like Natasha. Which he'll never admit, because admitting that wouldn't help him, at all. Tony wasn't afraid of the Hulk, and yet he was of Natasha -even if he could get why he was afraid of her, she's frigging scary!- and Ava, who he couldn't figure out why he was afraid of her. She was a teenager for crying out loud! Even the other teenagers looked a little bit afraid of her.

"Tony, I swear we didn't mean to stay helping Luke's parents so long. They just wanted help with something, and we had to help them, which took longer than we thought it was going to take." Peter said, knowing it would be better to tell the truth than lying, and because of Jarvis.

Tony just stared at him, waiting for him to continue. Peter, Danny and Luke always seemed to stay together on most things, always helping each other out when they could, Tony could tell that those three were always trying to help out Ava and Sam any way they could. Sometimes, it reminded him of the videos of the Ultimates, on different type of missions and villains.

"C'mon dude! We already told you that we were helping Luke's parents!" Sam snapped, getting annoyed. Between Ava wanting to kill Sam and Tony trying to figure out where they were. Oh yeah, they're gonna to be in even more trouble now.

"Sam!" Luke, Peter, Danny, and Ava yelled in unison at Sam, who decided to run, again, but this time he ran smack into Steve.

"Ouch.." Sam said as he collided with Steve before falling on his butt.

"Are you alright?" Steve asked, giving Sam a hand up. The teenager just looked like he was afraid of something, which confused Steve. Sam was in the Avengers Tower a tower full of superheroes.

"Fine... oh no." Sam said as he took his cell phone from his back pocket, its screen broken into a bunch of little pieces. Sam turned around to see the other Ultimates trying not to laugh at how stupid he was for running into Steve, which he could get why he shouldn't have ran into Steve, but dang it.

"Guess we didn't need make you do something stupid, you ran into Mister Rogers." Ava said, grinning at how Sam screwed himself up this time.

"I'll fix your phone, Sam." Tony said, getting all the teenagers to look at him. Tony was just mad at them a moment ago, not to mention they were all still in the lobby. Little did they know that Tony was planning on putting a bug in Sam's phone so he could track them where ever they been going.

"Hmm, so now you're not mad?" Sam asked, making Peter and the others roll their eyes. Steve just stood there awkwardly, not knowing what's wrong, yes Tony's been a little bit of a nut case because of Peter and his friends not being back yet. Tony in return just grinned before grabbing the phone and walking to the elevator and said over his shoulder;

"Yeah, by the way you're all going to be helping cleaning up one of the floors!" Tony yelled over his shoulder at the teenagers, which all the teens now knows Tony isn't going to let them off so easily.

Plus Tony has Sam's phone, that's not going to end up good if he finds out about the un-hackable files on Sam's phone. Steve walked out of the Tower when he saw Tony leave he didn't know what to say to the teens.

"We should head back up whatever floor, we have been living on." Sam said, with a sceptical look on his face. He didn't believe Tony was going to fix his phone like he said he was going to.

"Yeah.. Any idea what Tony is going to do with the phone?" Peter asked as they all walked to the other elevator, all thinking the same thing: Tracker.

"Probably tracker, he might put one on it, or download something into it." Ava replied, with a knowing look on her face. It's a big chance, too bad they didn't know Jarvis downloaded bugs on their phones and tablets when he hacked them.

"Tracker? We are going to have to be careful then." Luke added. If they didn't want to get caught as the Ultimate's then, they were going to have to ask SHIELD for some extra phones for when they were in the field.

"It would be wiser to buy another phone, other than getting tracked by your older one." Danny said, they all nodded in agreement. They made a deal with Jarvis, he don't tell anybody what he heard, unless he asks one of them first. Unless he wanted to get hacked.

"What do you guys want to watch tonight?" Peter asked, as they walked into their shared floor. They shared with Tony and Pepper also, even if they tried to talk Tony into just getting them another floor, or even a hotel and they would be fine. They all had to admit, Tony Stark was a stubborn guy.

"Big Hero 6?" Sam asked which all got took down as fast as it came. Apparently Sam liked superhero movies, who would have guessed.

"Superman Returns?" He tried again, which also got shot down.

"No superhero movies, please?" Ava asked, knowing that Sam wouldn't stop until he got told to shut up.

"Mission Impossible?" Luke asked, turned out no one wanted to watch spies, and a secret agency that was trying to be all bad, and like SHIELD in some ways..

"What about Transformers?" Danny finally asked, which didn't get shot down. Everyone agreed on that one, which was surprising since they seen the movie over a dozen times.

"Sounds good, been wanting to see the new one." Luke said, knowing that everyone wanted to see Transformers 4 since it came out.

Everyone still thought Tony was going to put a tracker in Sam's phone, but they weren't sure if he was or not. Hopefully he wasn't going to, it wouldn't turn out good if he did, everything the Avengers known about them would change forever. The only thing they could hope was that the Avengers would still see them as normal teenagers, which might not happen.

~~~~ Avengers ~~~~

Tony was up late in the lab that night, so he didn't know Peter, Luke and the other teenagers were watching Transformers. He didn't have to walk through the living room part to get to his bedroom.

After trying to go to sleep for two hours, he finally gave up. The nightmares were too bad, he just couldn't sleep with them coming back each and every time. He just wishes Pepper was there with him, she usually made all the nightmares go away.

As he got up from his bed, he looked at the clock, which so boldly, said 3:48 AM. He thought no one else was up, so why not just go to the kitchen and make himself something to eat before going back down to the labs, as he walked down the hall towards the kitchen, he heard something on the TV, he figured someone was up watching TV or something. He did not expect Peter and all his friends to be up watching movies, which, if he was right, they were watching Transformers, the first one. Peter, Luke and Danny shared one couch while Ava took the other, and Sam was laying on the floor, asleep.

If you asked Tony, it looked like Sam was cuddling a tsum tsum, with a pink blanket over him that said 'HUG ME' on it. Tony took his phone out to take a few photos of them all, the light from the TV putted a slight glow on them all as he took the picture, the pictures looked funny, but his favorite was of Sam cuddling that tsum tsum. He was in the shadows, trying to stay hidden for as long as he could.

Tony liked to think he could stay hidden for as long as he wanted to in that doorway, which he didn't know how wrong he was. He didn't notice Peter moving, or getting up out of the couch, while Danny and Luke made it look like he was still there. Peter came up behind Tony, and nudged him a little bit forward with his hands, Tony didn't know what touched him, he just screamed and jumped backwards right into Peter, who caught them both effortlessly.

By that time, Sam and Ava were awake because of all the noise and were laughing with Danny and Luke. The billionaire didn't see the 'Surprise Attack' coming, which made it all the more funnier.

Tony didn't know what to say, Peter sneaked up on him, like a ninja! No one other than Romanoff, Barton and Barnes could do that! Which didn't help ease away the thoughts that were going through his mind fifty miles a minute. What if Peter was Spidey? Didn't Coulson say that Spidey almost died on a mission with the Ultimate's if it wasn't for Nova?

"What the heck! Why would you do that?!" Tony asked, trying to catch his breath.

"Uh, maybe because spying on us, isn't gonna help you out at all." Peter replied with a smirk, everyone else in the room laughing at how Peter just scared the crap out of Tony Stark.

"Ugh, you didn't have to sneak up on me!" Tony said, glaring at the teenagers. He knew it was worth it, the teens would get a laugh from it, he never seen all of them laugh at the same time. It was new, and he had to admit it, he liked seeing them all happy. "So.. Whatcha watching there?" he asked, getting blank looks in return.

"Are you blind?" Sam asked bluntly, knowing no one else would say it. Sam was the only one who was more annoying without his mask on, all the time.

"No, are you?" Tony replied, staring at Sam with a smirk before adding; "Your phone should be ready by tomorrow at 8 am."

"We're watching the Transformers." Peter said, before Sam could make things worst for them. Knowing Sam was going to make it worst, it was just how Sam was.

"So I can see... How many did you watch?" Tony asked, eyeing the television that had Transformers 4.

"This is the second one, Mister Stark." Luke replied, turning back to watch the movie. Tony didn't know how long they have been up, but seeing as two of them had a nap. But he couldn't help but wonder why they were.

"My name is Tony, you know?" Tony asked with a smirk, wanting to see if he could get the teenagers annoyed, which as he could tell, wasn't going to be an easy job. He still couldn't understand how Peter and him didn't drop to the floor when Peter scared him, if Tony was correct, Peter caught both of them before they hitted the floor. He had to be stronger than he looked, or something like that.

"Just watch the movie!" Ava and Sam yelled in unison, throwing all kinds of pillows at him. He sat down lazily next to where Peter sat, apparently Danny and Luke decided to let Peter sit by him. If you asked any of the Avengers, they would all say the same thing; Peter, Luke, Danny, Ava and Sam all acted like they were hiding something, something big. But none of them were sure about it, that's just the thing, they could never get hard proof, even Fury refused to help them out with it. Which says a lot, since the teens aren't SHIELD, Luke's parents might be SHIELD, but that didn't mean anything, did it? He sure hoped not.

After an hour, most of the teens were asleep, other than Sam and Ava, who had a hour or two nap. They were watching Transformers 2, again, Transformers were good movies. Luke and Danny both went to sleep after the end of Transformers 4, while Peter went to sleep halfway through Transformers 1. Which left Tony, Ava and Sam awake.

It didn't help always thinking about 'what if' something like in the Transformers movies actually happened, the Battle of New York was bad enough, and that was just one of the many alien races out there. Thor, he's from Asgard, while Nova person/alien was from Xandar, and Loki was from Jotunheim, who knows what other kinds of Aliens that's out there.

When Peter moved, Tony noticed something, Peter's pants leg rose up, and showed a bullet wound, when did Peter get shot? Tony didn't want to wake Peter up, but he also wanted to know when he got shot in the leg. Tony made a mental note to ask about it later, he was curious and wanted to know what idiot shot Peter.

~~~~ Ultimates ~~~~

The Ultimates all got up around six AM to go to SHIELD helicarrier to see what's wrong, Nick Fury hardly called them to come in at six in the morning. Which was why the Ultimates were tired and, was wondering what was so big that SHIELD had to have them for? it couldn't be that big, could it?

Like always, SHIELD couldn't do the job, well not when it has a mutant with powers they couldn't control, that's how they got onto a quinjet with someone from SHIELD flying them to Xavier School for Gifted Youngsters, the X-men were better at bringing in mutants than they were, sure Spiderman has been getting mutants to come to SHIELD, but the New Warriors were still new.

"Ultimates, how may we be able to help you?" Charles Xavier asked, the X-men and Ultimates teamed up a few times, all missions going well. Not including the mission where Spidey and Wolverine were in the jungle, or switched bodies..

"There's a mutant issue SHIELD doesn't know how to handle, we figured you could help him much better than we could." The White Tiger replied, knowing it was the truth.

"Mutant issue?" Logan asked, knowing how SHIELD was, they probably thought they were going to put the mutant in one of those jails. To say Logan didn't like SHIELD was one thing, and it was true.

"Yeah, that's what we said when they called. The mutant is new, and they don't want to hurt the mutant, nor get any SHIELD agents killed." Spidey answered, both Logan and Spider-man knew how Fury could be, but Logan was only going to help because Spiderman and his team asked, not because SHIELD wanted them to.

"It's up to Logan and the other X-men, on 1-10 how dangerous is the mutant?" Xavier asked. Spiderman and Power-man looked at each other for a minute before answering in unison.

"Nine." The other Ultimates looked at Spiderman and Power-man in confusion, SHIELD didn't tell them that the mutant was that dangerous.

"We'll help, under one condition," Logan said, with his arms crossed over his chest, the Ultimates nodded, knowing what he'll ask would be for the best of the X-men. "SHIELD stays away from us, unless you -Ultimates- needs help." The Ultimates just stood there looking at Wolverine in confusion, why would they only help if it meant the Ultimates needed help?

"Deal." The Ultimates said, knowing they need the X-men, and that they could count on them. As the Ultimates and X-men walked to the SHIELD's quinjet, that was waiting for them, Wolverine stopped dead in his tracks, before shaking his head.

"We'll go in the X-men's." Wolverine stated, not giving no one room to argue him on the deal.

"If you Ultimates want, you could fly with us on Blackbird." Storm said with a smile. They all walked to the X-men's jet, which just got repaired by Forge, for a moment it looked like Forge was going to put up a fight before letting the jet out, but he just shook his head before walking past them.

It was six when they left to go to the Helicarrier to help Fury out with the mutant issue, it just turned seven as Blackbird landed where the mutant was. The Mutant took their help, and when Wolverine putted some kind of necklace (Or metal-thingy?) around his neck to stop his powers from over-loading like it did. The X-men decided it'll be better for him to stay at Xavier's school than at SHIELD being treated like a prisoner (Logan's words).

That's how they ended up at the Infirmary, visiting Billy around. To say the kid was getting sick of the teens or Cage's always being there was an understatement. He was more than sick of it, he hated getting sick, not to mention he was like a prisoner. Even if he could walk away once he gets better, which looked like it could take awhile.

"Hey Billy, what ya doing?" Sam asked, hopping onto the side of the bed, making sure not to sit or hurt Billy when he sat down on the edge of the bed.

"Listnin' to you" The nine year old replied, looking up towards the television. "Can you turn on the TV?" Billy asked with a pout, which Sam just rolled his eye at.

"Kid, I'll turn on the television, but seriously pouting at me or any of the other Ultimates won't get you no where." Sam replied with a chuckle, as he got up and grabbed the remote and turned on the television to Disney XD. "Not sure what nine-year-olds watch, yeah, here." Luke and Peter walk into the room just at that moment. "About time!" Sam said, hoping down from where he sat on the counter next to Billy.

"Sorry. Hey Billy want an ice-cream?" Luke asked, before walking over to him from the door and began talking to the kid.

"I'm gonna go talk to Fury about that deal with the X-men we made, cya in a few." Peter said, walking out of the door and started heading towards Fury's office. Maybe Coulson could help them out.


	7. Chapter 7

Aunt May's Funeral day

Aunt May had friends, a lot of them. Over thirty, at least. Add that Peter, and the other Ultimates were there too, along with the Avengers. Which is why there was press outside, trying to get photos of the Avengers with Peter Parker, however, some undercover S.H.I.E.L.D. agents were there to make sure the press didn't get any photos.

The funeral wasn't anything big, actually, even if there were over forty-five people there. Peter knew his aunt wouldn't have wanted anything fancy, no, nothing fancy at all, which is why he didn't allow Tony to go over to top with it, it was a funeral, for god's sake. Where people mourn the loss of a loved one.

Which is how the Ultimates ended up sitting with the Avengers at May's funeral.

The funeral started a little over 20 minutes, people going up to say their respects. Saying different things about how kind, loyal and how much she cared about her nephew Peter.

Half way through the funeral, Peter had a flashback to a week after the rest of the Ultimates moved in, though May never had a chance to find out her nephew and his friends were the Ultimates, though Peter did have a suspicion that she may have known.

Two years ago:

Peter just finished eating when Sam bolted into the kitchen, looking around frantically before his eyes settled on Peter. He had to hide before Ava found him, how was he supposed to know that it was Ava's phone? Noooo, there was no way to tell. She didn't even have her name on it anywhere! He had thought it was Danny's or Luke's. Hell, maybe even Peter's!

There isn't no way he could survive if he didn't get Peter to help him, after all, they were on Spidey's team! So he had to help him, especially if he wanted Nova to live… Which is in itself doubtful. He could, after all, have hopes, can he not?

"Parker! Help, Ava's gonna kill me! I took her phone by accident." Sam whined, before looking over his shoulder to see if she had found him yet. Peter just raised an eyebrow at him before looking back down to his own phone on the table, and sighed.

"How did you take her phone by 'accident', she's the only one with a red cell phone case!"

Sam whined again, knowing he wasn't going to get help this time. Maybe there was still time to find Luke… Luke skin is unbreakable, after all.

"I was looking for someone else's phone and grabbed hers!"

"So, you were going to try and pull a prank on one of us?"

"What no! I was looking for a phone number I lost and figured out one of you guys would have it!" Well, it was sort of the truth, seeing as he did need a phone number off of Pete's or Luke's phone... Though he was planning on playing a little tiny prank.

At that moment, Aunt May walked in. Sighing as she saw the two boys arguing, knowing nothing good will come of this. Peter and Sam have never gotten along, and she wonders how they're considered friends when they can't talk without getting into an argument.

Danny, Luke, Sam and Ava were all very well behaved kids, they all follow her rules and obey her. Though she sometimes doubts they're what they try to make her see, once she saw Peter, Danny and Luke talking about battle strategy, after she questioned them they told her it was for a video game, which she is highly suspicious of.

She may never find out what they are hiding, Peter has been like this for the past year and a half.

"What's going on here, boys?" She kindly said, getting into their conversation. They both look up, Sam remarkably startled, while Peter didn't look surprised one bit.

"Ah, nothing! I just lost my phone and had to get in touch with-" He hesitated for a moment before continuing. "My parents, I promised that I would call them this week." Sam hurriedly replied. Aunt may just raised her eyebrow before looking towards Peter to see if Sam is telling the truth.

Peter nodded, knowing if he didn't she might find out, and he couldn't put her in any more trouble than she already was. If anyone ever found out who the Ultimates were, they would come after their families, which, alright, most of their families are dead, still didn't mean they couldn't protect the ones still alive. Luke's parents knows because 1. They are S.H.I.E.L.D. agents, 2. Who do you think gave Luke the super soldier serum?

"Alright, boys, but no fighting. Last time you did you two broke a picture frame! And almost ruined the picture inside of it."

"Sorry Aunt May" They both said at the same time, looking down guiltily, knowing that was the truth. Even if they could replace the picture frame with one S.H.I.E.L.D. has ready in case a fight takes place in their house. It has came in good use more than once.

Later that day, Aunt May cooked their favorite meals (Well, more a mix match of them), and that evening they all ordered pizza and watched movies.

Peter fondly remembers that day, knowing it was one of the best days. Even if Ava tried to kill Sam when she saw him again, and that it took both him and Luke to hold her back.

The funeral has just finished, with everyone starting to leave and saying 'sorry for your lost, Peter, she was a good woman' which he just nodded along to, going on autopilot. He couldn't take the pity, neither could any of the other Ultimates, but they went up against super villains, they can take some pity for half an hour.

An hour and a half later:

Director Fury had told them they didn't need to do any 'Hero work' for the day, nor did they have to go to S.H.I.E.L.D. HQ for half a week. Which is rare, in itself. Fury had told them they could get themselves killed if they were in a fight, and their thoughts gotten distracted, of course, they complained about being able to take care of themselves in a fight, making Fury order them not to. Even go as far as suggest to Tony that they might be 'emotionally compromised' and might do something stupid and get themselves in trouble.

Which is how they are stuck in the tower, with at least one Avengers with them at all time. Sometimes it Barton or Banner, who out of the two of them, Banner was the mature adult and didn't laugh about Fury telling on them,

Tony is almost always with them unless something came up then he always had JARVIS to keep an eye out on them.

After deciding that Tony didn't need a couple of hundred dollars (He is a freaking billionaire!) they spent it all on television series and movies, all content on watching television on their days off. They also did train some, after breaking Fury's rule of going anywhere near S.H.I.E.L.D.

Though it didn't help they kept getting memories of when Aunt May was alive and well.


	8. Chapter 8

Wasn't long until Tony started digging up photos on the Ultimates, getting all the information he needed, various kinds of attacks had happened where Peter and his friends went to school at, Midtown high.

Tony for some reason couldn't find out who was the Principal was, he even tried to hack the cameras that were in the Principal's office! No luck, it was like SHIELD was helping to hide it..

No, SHIELD wouldn't try to hide who a Principal was, why would they, it wasn't like the person was an Agent..?

"Jarvis, hack SHIELD to see if they are trying to hide the principal from public eyes." Tony said to his AI.

"Yes, Sir." Jarvis responded, as Jarvis hacked into SHIELD.

Tony, on the other hand, began to open up windows on his tablet. At first he typed in Midtown High's Principal, then after finding nothing, he began trying in the Ultimates, and finding a photo of SHIELD's Agent Coulson with the Ultimates. So, that's how Coulson knows the Ultimates, but what does it mean? Tony thought. Maybe he shouldn't have been going over all this information, but dang it, it was a mystery! He didn't like mysteries.

Pepper was supposed to be back soon, another meeting in LA and then she will be back at the Tower. Tony had three hours to get all the information he needed on the Ultimates, just three hours! How was he supposed to dig up everything about them in three little ol' hours?! He has been working on finding everything he could, but when Peter and his friends were in the Tower, Tony stopped working, knowing he might get disappointed looks from them, or them getting mad at him for spying on people.

Around Midnight he finally got out of his lab, walking towards his shared floor, which housed five teenagers, him and Pepper. Seven people, on one floor. Tony might make them an floor for themselves, might may he remain you.

As he walked through his shared floor, he saw the teenagers all fast asleep. Sam, Peter, and Miles all on the floor, Danny, Luke and Ava all on the couches, and the show that was on the TV was, Young Justice.

Tony told Jarvis to play one of his many playlists, with a smirk. Tony walked towards the kitchen, or more speed walked there, not wanting the teens to bolt up and come after him. Tony saw how fast Peter's reflexes were, and Luke's, their reflexes were fast. He did not want to get caught unprepared. He might be an Avenger, but he did not want to have six teenagers all attacking him.

"Yes, sir." Jarvis's voice sounded, for another minute the music didn't go through the floor, but when it did, all six of the teens bolted up, and looked around the room.

"We fell asleep again." Peter said, rubbing his face to get rid of the sleepiness. None of them noticed Tony, who was hiding in the kitchen.

"Why and are we watching Young Justice?" Luke asked, getting confused looks from the other Ultimates.

"No idea," Miles said. "But you guys should go back to sleep, you guys are out of school, meaning Fury is gonna want you guys to work more." Everyone groaned knowing Fury has been working them all to death the past month, and Tony was onto the Ultimates trying to figure out who there were.

Tony was going to make himself known before they mentioned Fury, and how Fury has been working them to death. Maybe it was nothing, but Tony knew that it had to be something, it just had to be something.

"Yeah, we should, but why did that song just play?" Sam asked, looking around the room for any signs, when he got none he just lay back down. Tony must've been hiding better this time than last time, because no one has seen him just yet.

"Don't know," Ava replied, before laying down also. Peter figured out Tony was trying to sneak up on them again, so why not make Tony mad?

"Hey guys, did you hear that Fury was gonna call someone in for us? I think he thinks we're going insane from being around the Avengers." While Peter told them that, he pointed towards where he thought Tony might have been, it was easy for him not to let Tony know they were on him. The other Ultimates nodded, deciding to play along just for the fun of it.

"I think he's afraid we might give out the Ultimates identities-" Sam started, and letting Ava take over so he won't give Stark any clues about them being the Ultimates.

"We are the closest to them, and know almost everything about them." Ava added, with a little smile. Knowing that Tony was listening in on them, and she knew that they knew almost everything about the Ultimates because they were- the Ultimates.

"Yeah, too bad they don't like the Avengers, I would've thought they would have." Luke said, playing along with the others.

"Yeah, I would've thought that too. Spidey seemed.. well, off after the meeting with the Avengers." Sam added, with a smirk pointed towards Peter, they all knew how they were sitting/laying towards the TV, Tony couldn't see the look on Sam's face even if he wanted too.

Tony didn't know what to think about that, they are friends with the Ultimates?! Maybe that's why they were so secretive, maybe not..

"Maybe Stark made him mad? You know how Spidey is dealing with annoying people." Ava argued back. She has been spending a lot of time with Gwen and MJ, but she also knew Peter got annoyed at Sam 96% of the time. After saying that, Peter, Luke, Danny, Miles and Sam all bursted out laughing. Peter and Miles just shook their heads knowing that was true half the time with most of their stupid villains they have to fight on a daily basis.

"Oh yeah, Spidey is good at annoying people, but I did hear Mister Stark was good at annoying almost everyone." Miles replied, doubling over laughing. Maybe they can make Stark come out of hiding, if they insult him enough.

"Tony isn't all that bad, he's bad but not as bad as most people thinks." Peter said. Peter knew he could insult Tony if he wanted to, but he just couldn't find it in himself to insult him just then.

"Hey, when he met Gwen, Tony was like What the hell?! I DIDN'T KNOW YOU HAD A GIRLFRIEND!" Sam said, making everyone laugh again.

"Yeah, for a moment I thought he was gonna believe Gwen and not me." Peter replied.

"Well, Gwen and you did make a great couple, until you broke up with her. Why did you break-" She got cut off by Sam, who put his hand on her mouth, trying to stop her before she could leak any information about them being the Ultimates to Tony who was still eavesdropping, or whatever he was trying to do, they didn't know, nor care at this point.

"Mister Stark, can you please stop eavesdropping?" Danny asked, looking where Tony was hiding at. Tony couldn't believe they found out where he was hiding again, how could they know so easily?

"Hey, uh, I wasn't hiding." Tony said, defending himself, even if it was a lie, a big lie at most.

"Lies, lies, lies!" Sam shouted, with a grin on his face.

"Ah, shut up! I wasn't lying!" Tony argued but got blank stares from everyone other than Sam, who was giving a look that said Ha! You're in so much trouble, good luck getting out of this one.

"Tony. Sit. Down." Peter stated sternly, glaring at Tony.

"You can't tell me what to do, I'm your guardian." Tony said, crossing his arms over his chest making Peter sigh.

"You want to know who the Ultimates are, right?" Peter asked, making all the other teens look at him, they hadn't decided to tell the Avengers yet or not, which made most of them confused at why Peter was asking that to Tony, but they knew he probably had a good reason, Tony looked at him with confusion, not wanting to admit being a Spider-man fan, Tony just nodded. "Well, you won't find out by trying to spy on people."

"Ohhhhh, really? Without trying to find Spiderman, I wouldn't have found you! Your father was the one to make the radioactive spider-thingy that made Spiderman." Tony argued back, knowing that bringing up Peter's father might not have been a good choice when he saw Peter's face fall from blank to hurt and back to blank again.

"You know what? I give up. I can't take this anymore." Peter said before heading towards the elevators, Luke and Miles following after Peter leaving Ava, Sam and Danny glaring at the billionaire. Stark didn't know what to say to the glaring teenagers, he didn't mean to make Peter walk out, but he knew if he tried to follow Peter he would get attacked by the other teenagers.

"Stark, next time you never bring up any dead relatives." Danny said in a warning tone before leaving also. Maybe a night out as the Ultimates would do them some good, hopefully Tony won't try and follow them again. Tony just stood there, not knowing what to do. Soon after the two other teens left, both not even looking at Tony as they both left.

Tony just sat down, knowing that Pepper would be back soon, she'll be some help with Peter, she always knew what to do. He reached for the remote and turned on an episode of 'The Flash'. He didn't know when he fell asleep, probably after getting past a few episodes of Flash.

~~~ Ultimates ~~~

They were all back, at Aunt May's older house. They didn't know why they were there, it just felt like home to them. Somehow, they always knew this was going to be the place they would always come to when they felt like hiding from the rest of the world.

Peter knew Tony felt bad about spying on them when they were watching Young Justice, but this was the second time. He knew they shouldn't have mentioned about knowing the Ultimates but what the heck, why not? It isn't like he could just put two and two together and figure out they are the Ultimates. Maybe Tony was just trying to talk himself out of believing that Peter and the others weren't the Ultimates. Or Tony just didn't want to admit they were the Ultimates, and act like he didn't think believe that they might be the Ultimates.

"Do you think Tony might have figured out that we are the Ultimates?" Peter asked, knowing that he thought Tony has been more curious about them, and spying on them, a lot.

"Might have, but the question is; should we tell them?" Danny asked the others, hoping they would all finally be able to stop lying to the Avengers all the time. Maybe just maybe, the Avengers and Ultimates could do those team ups like Fury wants them to do.

"I guess, I don't know." Peter answered, rubbing the back of his neck nervously. The Avengers knowing who they really were would be big, the X-men only know for reasons like they were all locked up together for a few months and that Wolverine and Deadpool were close to them, technically Wade was a member of both teams, but mostly X-men, and the Ultimates whenever he's at SHIELD, or in the neighborhood.

"I say tell them, what's the worst that could happen?" Luke asked, knowing it couldn't really get all that much more worst than the Avengers never speaking to them, they liked the Avengers a lot.

"Tell, it isn't like they can't figure it out." Ava replied, sleepily, sitting down on the old couch that she used to sit on when she and the others lived there with Aunt May.

"I don't know, Danny what about you?" Sam asked, sitting down next to Ava on the couch.

"I say tell them before Fury wants us to work with them," Danny said, before walking towards the kitchen, Peter walking with him to the kitchen.

"Do you think Aunt May cooked anything before.. you know." Peter asked, before going through the kitchen looking for foods. There was a chance she did, and also a chance she didn't.

"It doesn't look like it." Danny responded, he leaned against the counter, looking at the kitchen before asking; "Any chance you'll get to keep this place?" Danny asked, looking at the living room from the kitchen.

"I don't know anymore." Peter replied before grabbing enough bread to make sandwiches for everyone.

An hour later, everyone was asleep in Aunt May's old living room, they slept like babies until the morning came, and Fury called.

~~~ Avengers ~~~

Tony didn't understand why Peter hadn't come back yet, nor has his friends came back, but he knew he had to go with the Avengers to whatever mission Fury wanted them to go on, maybe the mission wouldn't go all that badly, if he heard correctly the Avengers would be working with the Ultimates.

T'Challa, Falcon, Cap, and Barton were all back from where ever they went, apparently since T'Challa had to run a country he couldn't always be on missions with the Avengers. Falcon, Cap, and Barton all worked for SHIELD, what a surprise, meaning they come and leave, but Cap was the one mostly at the Tower out of all four of them. Tony didn't understand why they needed most of the Avengers for this one, this time T'Challa and Falcon are going to meet the Ultimates, with Barton just looking at the Ultimates strangely, like he knew something the others didn't, maybe it was just Tony seeing things.

That's how they all ended up on the helicarrier, when Hank pointed to Peter, who was talking to Hill, Tony didn't know what to think, why was Peter talking to Maria Hill? It didn't make sense.

Bruce started walking up to Peter and Hill, knowing if Tony did he would probably be a man-child and start asking all kinds of ridiculous questions.

"Hi Peter, Hill." Bruce said to them, with a small smile, before pointing towards where the Avengers were standing, quietly telling Peter that he was being watched by half, or all, of the Avengers.

"Hey Bruce, what are you guys doing here?" Peter asked, knowing Hill was going to try and back out of it soon. She didn't want to explain why Peter, Luke, Danny, Ava and Sam was here, not including Wade, who was currently trying to annoy Fury.

"SHIELD called the Avengers, what about you?" Bruce replied, his small smile fading when he saw the look of confusion and guilt on Peter's face.

"We had to come to help our friend Billy out. You know, the kid Tony wants you to adopt?" Peter answered, trying to make Bruce believe his little lie.

"Ah yes, I couldn't find him at the foster home a week ago, Tony been bugging me for a month to meet him." Bruce replied, after they talked for a few more minutes Hill had to talk to him about the mission in a few months.

No one yet knew what Fury wanted, other than Fury was going to talk to them.

After an hour, all the Ultimates and Avengers were in the same room, Ultimates in their superhero suits, while the Avengers were in normal clothes.

"It's nice to meet you, I heard Fury talking about you while I was in training." Falcon told the Ultimates. Falcon/Sam was probably going to get stuck on the Ultimates if he didn't join the Avengers when they reassembled. Nova let out a huff before replying with;

"Figures, Fury likes to talk about us behind our backs." Falcon laughed, knowing Nova was trying to make a joke, even if they both could get in trouble for that remark.

"So, what's it like to be on the Ultimates?" Falcon asked.

"Eh, well it's fun most of the time, I guess. Sometimes it's horrible, and sometimes it's great." Nova replied, knowing that sometimes all the Ultimates just wants to punch Fury in the face sometimes.

"What about you Avengers?" Nova knew at least 50% of stuff about the Avengers that's mostly because of Peter getting adopted by Tony Stark.

"I guess fun, they're all great even if they're all older than me." Falcon said, with a little smile.

"Older? Welcome to the club, Spidey and Power-man is the oldest of the Ultimates, Iron-Fist second oldest, White Tiger and me the third oldest, and Spiderboy is the youngest."

"Spiderboy? Is he the son of Spiderman or something?" Falcon asked, now he's curious, now he might help Tony to find out everything he could. Nova doubled over laughing, Peter and Miles related? Yeah it would've been awesome but Peter's only family left was.. well the Ultimates since his whole family was dead in one way or another.

"Nah, Spiderboy isn't Spidey's son, Spidey would have to be.. older, a lot older." Nova replied after he stopped laughing, it would have been awesome if Miles and Peter were related, but their families weren't related.

"Really? Why's he called Spiderboy than?"

"He has the same powers as Spidey." Sam answered truthfully, Miles and Peter's powers were the same, well almost the same.

"Guys, the meeting is starting." Luke informed them before he walked back into Fury's office.

Meetings with Fury always meant something, good or bad, whichever one he prefers. No one knew what it was about, other than Fury who wasn't talking about it, at all.

"Hey Furball! Wait, can I use that name for you? Or is it only for Rocket?" Tony asked, as he strode over to the couch, not too far away from Nick Fury, who was glaring at him. Luckily glares couldn't kill a person, even if Tony thinks Fury's could kill someone..

"Stark, sit your butt down before I-" Fury began before getting cut off by Tony again, who was just smirking at him.

"Before you what-?" Tony dared, with an evil smirk, the Avengers and Ultimates just watched in amusement as Fury and Tony argued.

"Before I kick you-!"

"Kick my what-?" Tony asked, faking innocence.

"Stark! Before I kick your butt off of this helicarrier!" Fury yelled, making sure Tony won't cut him off this time.

"Language." Cap scolded them, before the two started cussing each other. Steve didn't know how old the Ultimates were, but still, they didn't need to start cussing around them.

"Cap, I don't think Furball.. Oh sorry, I mean One eye, cares about if," Tony pointed at the Ultimates. "They hear cuss words, do they even consider that a cuss word?" Tony replied, with a smirk before noticing Spidey and Power-man covering another Spidey's ears?

"Language!" Most of the Ultimates yelled, other than Spidey and Power-man, who was trying to keep Spidey #2 ears covered.

"How old is he?" T'Challa asked, pointed towards Spidey #2. All the Avengers looked at them expectantly, while all the Ultimates just stood there awkwardly.

"Huh, yeah like I'm gonna tell you how old I am." Spiderboy/Spidey #2 replied, sounding a little annoyed.

"'He's uh.." Spidey #1 began, but didn't know how to say it.

"He's..Young?" Power-man added, as the Ultimates all began to start feeling uncomfortable, while Spidey #2 scolded before getting up and trying to leave, even if he ran smack into Agent Coulson.

"Ultimates, Avengers." Coulson greeted them before looking at Miles, making the 13-year-old go sit down again. "What was all the yelling about? there were complaints about it." Coulson added, glancing at Tony, who just smirked.

"Well, first about Stark, than about bad language which the other Ultimates and Cap scolded Fury about, and well it just developed from there." Spidey #2 replied, sounding a little like a teenager, which he was.

"Coulson, how old is he?" Cap asked, pointing towards Miles aka Spidey #2.

"He's young, he doesn't even work for SHIELD." Coulson said, looking at the Ultimates with raised eyebrows.

"The kid was gonna get himself killed!" Nova defended the Ultimates.

"If we didn't, he might have tried to fight someone by himself!"Spidey #1 added, looking guilty.

"We are just helping him, until he gets old enough." White Tiger also added, trying to help defend why they had a 13-year-old on their team.

"Calm down, he's not ever going to go on a deadly mission, not until he's at least 18." Power-man stated, before adding the last part when Miles looked at him as if saying 'What the hell?!"

The Avengers and the SHIELD Agents were looking at them, as if they couldn't believe what they just heard. Maybe Spidey #2 was too young for the crime fighting world, but the Ultimates took Spidey #2 in anyways.

"So, are you trying to say he's under 18?" Clint asked, getting nods from most of the Ultimates and making most of the Avengers confused other than Falcon.

"How old is he then?"

"Under 16?" Spidey said, sounding unsure of himself, making all the Avengers eyes go wide at finding out that the kid wasn't even 16 yet.

"15?" T'Challa asked, the Ultimates all shook their heads.

"14?" Barnes asked, with a frown, which all the Ultimate's also shook their heads at.

The Avengers didn't know what to think, why was there someone under 14 fighting crime? It didn't make sense. If he was under 14 he was too young, way too young.

"How old is he?" Cap asked sternly. He wasn't going to let a kid go around and get hurt, the Ultimates seemed to agree with him.

"I'm 13, okay?!" Spidey #2 yelled, getting everyone's attentions.

"Okay.. how old are the rest of you?" Tony asked, knowing that Spidey #2 was the same age as Peter's friend Miles. No, nope they aren't the Ultimates, the Ultimates are gonna tell us they're older than 20, hopefully, Tony thought hoping that Peter wasn't an Ultimate.

"18-20" Spidey replied, even if the 20 part was a lie, it was most like 17-18 for the moment. He seen all the Avengers thinking for a minute before it seemed to click with Bruce and Clint who stared at him for a moment before Clint acted like he knew nothing and Bruce just kept looking like he was thinking as he was staring at them.

The Avengers let the subject drop for awhile, when everyone was leaving the Avengers went back their quinjet, happy there wasn't a mission to do, while Bruce and Clint stand behind waiting for the Ultimates.

"So, Pete, how's life?" Clint asked Spidey, making him stiffen up and turn around to see Clint and Bruce staring at them all. "Oh, Luke, Danny, Ava, Sam and hmm, Miles right?"

The Ultimates just stood there, knowing that two out of fourteen Avengers now knew who they are. Knowing how much information that most of the Avengers has about them, it might not be long before the rest of the Avengers find out about who they were. The Ultimates all had only had one thing going through their minds, which was; 'This isn't going to end up good..'


	9. Chapter 9

Bruce knew what the Ultimates were going to say, he's seen them talk in the lab, and other spots in the tower, and even in SHIELD HQ sometimes. But he couldn't figure out why they couldn't trust the Avengers, it isn't like the Avengers wouldn't understand. The Avengers are Superheroes, Earths Mightiest Heroes. They would've understood, well most of them, at least.

Bruce knew for a fact that Tony was going to be the one taking it the hardest.

"Are you going to stop staring at us or what?" Clint replied, raising an eyebrow, they have been in the same room for five minutes now, with the Ultimates staring at Bruce and Clint.

"Dunno, how long did you know?" Sam asked, crossing his arms over his chest. Peter shared a look with Luke, they both know they should shut Sam up before he gotten them all into trouble.

"I just figured it out." Barton said, shrugging his shoulders. Banner on the other hand that just said 'I knew for a lot longer.'

"The lab helped me figure most of it out, then the past week and half helped out figure out the other fifty percent of it." Banner replied. The teens all had the same look on their faces, the looks of disbelief.

"Uh, that's.. unbelievably." Peter said, staring at them.

"Well, now we won't have to lie to them anymore." Sam stated with a grin before putting his helmet (bucket) back on.

"Webs, we gotta go soon, Fury wanted us to meet Coulson in fifteen." Luke told Peter, before giving Nova a look of annoyance.

"It's good to know we don't have to lie to everyone at the tower now." Danny said, giving the two Avengers small smiles before putting his mask back on with the other Ultimates.

"We'll see you later, okay? Don't tell Tony, or anyone else please?" Peter asked them, making most of the other Ultimates stare at the two Avengers even more than when they were at first.

"Okay, but you got to tell Tony someday." Bruce told them, Clint nodded along, as if saying he agreed with Bruce.

"Okay!" All the Ultimates said in unison running out of the room, with Power-man yelling "WE HAVE 2 MINUTES!" and Sam saying "You got to be kidding me!".

Bruce just stood there, giving Clint a confused look, which Clint told Bruce that Coulson's office was on the other side of the base.

"Coulson doesn't like it when Agents are later either, so yeah." Clint added.

"I thought Coulson died." Bruce said in a low mumble, Clint almost didn't hear it.

"He did, but they used alien blood on him to.. well you know, be alive? I'm not a scientist. ya'know? And you would've if you were level 7." Clint answered.

"Aren't you level 7?" Bruce asked, remembering seeing Clint's SHIELD badge which he seen during the Battle of New York.

"Yeah, Nat is 6 through." Clint answered, sitting down on a desk.

"She didn't know?"

"Nope, only level 7 and up knew."

"She must've wanted to kill him when she saw him."

"You have no idea." Clint told him honesty, remembering how Natasha was speaking in Russian. Clint learned Russian along time ago, before he even met Natasha, but it doesn't mean he knows it all. He couldn't understand what some of the words Nat said, but they probably weren't pretty.

"You knew, didn't you?" Bruce asked, looking at Clint as if he knew the answer.

"Yeah, I knew. I'm sorry I couldn't tell any of you."

~Time skip~

It was ten when the Ultimates gotten back to the tower, but lucky for them they had Bruce and Clint on their side to help. Bruce made it where Jarvis told Tony that Peter, Luke, Danny, Ava, and Sam all gotten back around six PM, while Clint called Fury to ask where the teens were. Bruce was standing behind him, listening to Fury and Clint argue.

"I told you, Parker or his friends aren't here." Fury told him, in a tone that stated it was a fact, even if both Bruce and Clint knew it wasn't the truth.

"Fury, we both know that Parker is Spiderman, Luke is Power-man, Danny is Iron-fist, Sam is Nova, Ava is White Tiger. Do I need to add the 13 year old also?" Clint asked, with a smirk as he heard Fury sigh.

"About time, I was getting sick of you Avengers not knowing. You know, you Avengers are supposed to be smart enough to figure this stuff out." Fury said, in his usual tone of voice.

"That's the thing, only me and Banner know." Barton replied, his smirk long gone. Barton could only imagine Fury raising his eyebrow at the phone, as if he expected more from the Avengers.

"You hadn't answered our question yet." Bruce stated, cutting off Fury's reply.

"They're on a mission with Wolverine in Canada." Fury told them, causing them to frown. Why were teens in Canada with Wolverine, the same Wolverine Tony Stark dislikes.

"Why?" Clint asked, confusion shown in his voice as he held the phone in his hand.

"The X-men would only team up with the Ultimates, no other team. And we needed the X-men for this mission." Fury answered, before hanging up on them, causing Clint to groan and Bruce to shake his head.

Both Bruce and Clint knew it was 9, by the time they got back it probably would be 1 AM in the morning. Just what they need five teenagers, and Tony Stark having a fight.. At 1 in the morning, waking everyone up at the tower.

Not to add, the last time they didn't come back until late Tony had them doing chores for a whole week, they probably are still doing those chores. Who knows? The Ultimates better hope that Fury helps them out. If not, everyone's doomed. The last fight Tony and Peter had, Tony made the mistake of bringing Peter's father into the fight, which ended up with Peter leaving and the other Ultimates following.

For the next five hours Bruce helped Tony and Hank in the labs, while T'Challa, Natasha, Clint, Barnes, and Cap all went to do a mission in Texas. Leaving Bruce alone with Tony and Hank, who was talking about the Ant-man suit, which left Bruce going over his projects.

"Jarvis, is Pete in his room or living room? And remind me to move Luke, Danny and Peter out of the same room, I keep finding the covers all over the floor and them all yelling at the TV that somehow always on Football." Tony told Jarvis as he washed his hands.

"Mister Parker and his friends hasn't been back for 9 hours and 37 minutes." Jarvis responded, causing Tony to frown and turn around go to the door.

"Guys, I'll be back in a minute." Tony told them before leaving the room to go to his floor that housed the teens, him and Pepper.

As he gotten there, he looked in the living room, kitchen, bedrooms, and after he searched all those rooms he went back to the living room area. He sighed, how could they do this again? Two times in one month. As he sat down on the chair, he heard the elevator door ding and the sounds of sleepy teenagers.

Sam was walking like a zombie towards to couch, not even trying to notice Tony standing near him. While Ava was glaring daggers at Sam, who just fell on the couch with a grunt.

"Tony, uh.. Hi?" Peter said, looking just as tired as the rest of the teens, who looked like they hadn't slept for 24 hours.

"Where have you been for the last 10 hours? I have been looking for you for the past 30 minutes!" Tony replied, giving Peter an annoyed look.

"Mister Stark, we're been on a school trip to Washington for the past 4 hours, and the other 6 hours we had been broken down for an hour or two." Ava answered, glancing at him and Peter before going to the other couch and laying down.

"And the idiot was Flash!" Sam complained, face flat down on the pillow, muttering things into the pillow about who knows what.

"We found him in a barn." Luke continued.

"And he was an idiot!" Sam added again, making Luke, Ava, Peter and Danny role their eyes at him.

"Sam, Flash isn't all that bad." Peter told Sam, making Sam get up and walk to him, to say:

"Pretty sure he is." Sam said flatly, before going back to flop down on his stomach on the couch.  
"Just ignore him." Peter told Tony, who just nodded dumbly.

"Where the heck have you all been for the last, I don't know, all day?" Tony asked again, getting groans again.

"Fine, we were with a guy with bad manners on a plane flying to Canada." Peter answered dryly, getting an annoyed look from Tony, who didn't believe him. But he told the truth, Wolverine isn't all that nice, so he could be considered a 'guy with bad manners'.

"Yeah, you're all not allowed to leave the tower for two weeks," Tony said, getting a grateful "YES, THANK YOU!" from Sam, and annoyed looks from everyone else. "Sam, you're happy about getting grounded?" Tony asked the teen, who looked up and grinned.

"Why not? It's much better than having to go to work for the next two weeks!" Sam answered cheerfully.

"Yeah, like helping my mom and dad out sometimes is so hard." Luke replied sarcastically.

"Well, I was talking about the other job." Sam said, defensively.

"Hey Tony, Hank just realized something about the Ant-man suit-.. oh." Bruce said, walking in until he seen the sleepy teens and an angry Tony Stark. "Tony, it might be best if you let them go to sleep before yelling at them about how late it is?"

"Bruce, you never believe what kind of lie they tried to tell me. One was they were at Washington, which is over 3 hours away, and then they tried one with Canada saying they 'were on a plane with a bad mannered guy to Canada." Tony said mimicking Peter's voice. Bruce was just staring at Peter as he moved to lay down on one of the many covers that somehow managed to get to the living room area from his bedroom.

"Really? Well, you should let them sleep before asking them anything else, they look like they could die from sleepiness." Bruce answered, watching as Luke also gotten down on the floor, not to far from Peter, and also covered up and feel asleep, while Danny took the other couch that wasn't being used by Ava or Sam, Bruce knew the teens probably had a rough day as it already was, no need to add Tony to that list yet, Tony just nodded when he saw the teens was no longer awake and left with Bruce back to the labs where Hank was waiting for them to get back.

"Brucie?"

"Yes Tony?"

"Do you know where they hide those freaking covers?"

"No Tony, I do not know where they hide their covers."

"Huh, not even Jarvis can find where they hide them, or get them.."


	10. Chapter 10

It was Saturday, a whole week has passed without Tony Stark asking one question. The teens didn't know if they should be relieved or scared, probably both since they have felt like someone has been watching them for the past month, more so than usual.

Banner and Barton hasn't told anyone about the teens being superheroes. Why should they? It wasn't their secret, and if it was, they wouldn't want someone else to tell it without their permission. Though Banner has been going through hell with trying to keep Tony from hacking into S.H.I.E.L.D. again, and from spying on Peter a lot more than he already was. Banner knew one thing for a fact: When Stark found out his adoptive-son is the wall-crawling hero also known as Spiderman, the hero Stark has been stalking, was Peter Benjamin Parker Tony could either freak out, have an heart attack and/or yell. Bruce didn't know, and wouldn't want to be in the room when Tony did find out.

Barton, on the other hand, has been trying to keep his mouth shut so he wouldn't tell Natasha or Barnes. Both of his fellow spies didn't know yet, though he did suspect that Barnes might've known. Natasha was hard to tell if she ever knew anything through, but Director Nick Fury has told him that he didn't inform Natasha of the teens secret identities.

Clint Barton and Bruce Banner both has been trying to figure out why the teens seemed so reluctant when they asked why they didn't tell the Avengers who they were, because if they had known from the beginning that a bunch of teens were taking the Avengers place (sometimes) in fighting the villains of New York, they would have made sure to keep an eye out on the Ultimates.

But why would a bunch of teens who's all about to be 18 tell the Earth's Mightiest Heroes about them being only teenagers? The reasons varied, depending on which of the heroes they were talking about.

Captain America? He would lecture them on how dangerous their jobs were, and that they are too young to die, and that they should wait until they were older. Second reason? He was Captain America! Who would want to get told off by Captain Steve Rogers?

Thor? Well, he's kind of hard.. But Thor would probably ask about their 'battles' and the foes they have faced. And no one wanted to see Stark get upset about the 'battles' and 'foes' they have went up against. So he would caused a bunch of trouble for the teens.

Ironman, well he'd get furious and stalk off to his lab and not come out for awhile. And when he did, he would ask why they didn't tell him about them being who they were and if they answered that question wrong, who knows what could happen.

The other Avengers, Barton, Banner, Romanoff, Wilson, Barnes.. They were fine, as long as they didn't help Thor get them into trouble..

SHIELD HQ:

Coulson was getting sick of having to deal with Stark, who's been stalking him and the Ultimates (Both as the Ultimates and them as normal everyday people), now he has to deal with the Avengers knowing he's alive, and Tony.

S.H.I.E.L.D. has been trying to block Tony from finding out who the Ultimates were, but Skye couldn't keep that going forever, so far Stark has beaten everyone but her. If Stark comes close to getting the file, Skye has gotten permission to destroy the files on the Ultimates.

Skye being Skye, looked at the files herself, and when she saw that the Ultimates wasn't even 18 yet surprised her. FitzSimmons and Ward was in the room with her, so they all knew who the Ultimates were. Peter Parker, Daniel Rand, Luke Cage, Ava Ayala, Sam Alexander, and the youngest member: Miles Morales.

"Sir, why is a bunch of teenagers working for SHIELD as superheroes?" Ward asked.

"They were apart of a special group made by Director Fury-" Coulson replied but stopped when Skye asked a question.

"Like the Avengers?" She asked excitedly, with Fitz and Simmons looking on in curiosity, and May with a blank expression on her face.

"No, not exactly. The Avengers were made to defend the earth from aliens and other things SHIELD agents couldn't. The Ultimates were made for different reasons." Coulson told them. FitzSimmons both nodded in understanding, Ward and May looked disinterested but Skye looked like she wanted to know more.

"Can you tell us more about them?" Skye asked with hope in her voice.

"I'm sorry, Skye, but I can't." Coulson replied before leaving the room to go talk to Fury about the teenagers

The Ultimates were grounded, which, of course, meant they had to stay in the tower or follow Tony and Bruce around like lost puppies.

Being grounded in the Avengers Tower wasn't as fun as they first thought it might be.

It was boring.

Tony made sure their week was going to be the most boring week they ever had. They couldn't do anything, and the worst of all, they can't be the Ultimates when they were grounded, which left it up to Miles.

"You guys think Miles is doing alright?" Luke asked the rest of the group, who nodded.

"He's doing better than us." Sam complained, getting glares from Danny, Peter, Luke, and Ava. Sam was the reason they were grounded because he thought it would give them off time, but instead it gave them boredom, and Tony Stark watching their every move (At least it felt that way).

"Stop complaining you idiot, you're the reason we're here in the first place!" Said Ava, who looked annoyed. She loved Peter, Luke, Danny and Sam like brothers, but they are annoying brothers.  
"C'mon, it isn't like I thought he would ban us from everything!"

"Sam." Peter, Luke and Danny said in unison, warning Nova to shut up before Ava tries to hurt him.

"Yeah, yeah."

The rest of the week passed by slowly, and they had no idea if Fury knows their grounded or not, they hadn't seen Coulson at the school either, so they had no idea. Hopefully Coulson found out somehow, or Barton told Fury about them being stuck at the tower without no phones, tablets, computers, TV's.. etc.

When they finally were un-grounded, the first place they went to was the SHIELD helicarrier, and then find Nick Fury.

"Where the heck have you five been?!" Fury yelled. One of his best teams out for the count for two weeks!

"Grounded." Peter grumbled before walking the rest of the way into Fury's office with the other Ultimates.

"Yeah thanks to idiot over there." Ava pointed to Sam, who looked slightly guilty, just not enough for Ava's liking. Fury did not look pleased at all, SHIELD has been trying their best to get Stark from getting the identities of the superhero team called the Ultimates. Fury assigned his best hacker to the job, Skye, who now wants to know why SHIELD has a team of teens.

"Nova, next time you want a day off, tell me instead of getting grounded!" Fury's voice rung throughout his office, making Nova gulped and nod. "Now, I have an assignment for you all."

The next words out of Fury's mouth shocked them all, they didn't honestly think Fury was going to team them up with the Avengers anytime soon, at least until all of the Avengers knew who they were.  
Fury knew he was risking the teens identities to the Avengers, to Stark, but he needed his two best teams on the job. Meaning both the Avengers and Ultimates were going to team-up. It wasn't his best idea, he'd had to admit, but it was the most logical.

~~Saturday: 8, AM~~

The Avengers all got suited up and onto the quinjet for SHIELD within one hour. Which was surprising seeing as Stark didn't go to bed until 4 AM, and had to get up. It took them half an hour to get there, and when they did Barton and Romanoff was waiting for them.

"Legolas!" Stark called out to Barton,who rolled his eyes at the nickname. "Why does Fury want us here at this time of morning?" Stark complained, before following the two spies with the rest of the Avengers.

Fury was furious (no pun intended?), the Ultimates were late, again, and the Avengers were already on the helicarrier. Fury wanted to talk to the Ultimates first about the mission, but now he has to make the Avengers wait. And one thing you do not want is bored Avengers on the helicarrier, last time Tony talked Thor, Barton, Romanoff, Cap, and Banner into a water balloon fight, which caused computers and Agents to get soaked.

"One-eye!" Stark yelled once he entered Fury's office with the other Avengers. Tony Stark was drunk and sleepy, those two combined has never been good. With one of the Ultimates being 13 years old, a drunk Ironman was not good, at all.

"Stark." Fury nodded to the Avengers, who nodded back as a way of greetings.

"What's the assignment Fury?" Cap inquired, sitting down at one of the many chairs in the room, while Stark, Banner, and Romanoff sat on the couch, and Barton & Barnes just continued to stand.

"You will all be going on a mission with the Ultimates as a test run, if the mission goes wrong, the Avengers and Ultimates won't have to go on anymore missions together. If it goes soundly, you will be doing more missions with the Ultimates." Fury stated, causing Stark to grin.

Banner and Barton both were panicked, but only Banner showed it. Cap seemed confused, and Barnes.. lets just say he was with Banner and Barton on the panicking. Falcon smiled to himself, he had a idea about who the Ultimates were, but now he could see if the Ultimates was who he thought they were.

The Avengers were all waiting patiently, even Stark (surprisingly) when an Agent came busting through the door to Fury's office, which turned out to be Luke's father, who looked panicked.

"Agent Cage you can't go in there!" Another Agent called after him, but he didn't pay the other agent any mind. Walter walked up to Fury's desk, holding up the clipboard.

Which read; Ultimates medical reports. Fury didn't know why but he had a gut feeling something went wrong before he even read the line that said the Ultimates stopped a bunch of criminals with powers, said powered criminals gotten an upper hand for a moment and managed to put both White Tiger and Spider-man in critical condition, with Iron-fist with a broken leg and wrist, Power-man knocked out (In a coma) with a broken leg also and Nova with a broken arm.

"Avengers, you'll have to wait another day." Fury told the Avengers before getting up and walking out of his office following Walter Cage. The Avengers sat there, staring at the door, wondering why Fury paled when he looked at the piece of paper.

Hawkeye, though, saw a piece of the paper. Not that he'll tell the rest of the Avengers, he's only going to tell Banner.

"Wanna see what made One-eye look almost scared?" Tony asked, getting annoying looks from Romanoff, Cap, Barnes, and Barton, while Bruce slipped out of the room to head to the med bay.

"Banner!" Hawkeye shouted in a whisper like voice, running after him, once he caught up with Bruce, he told Banner what he saw on the paper.

Bruce could feel the Hulk wanted to be let out, to smash the people who put the Ultimates into the hospital. Bruce didn't know why the Hulk seemed protective of the teens, but then again, he doesn't remember everything he does as the Hulk. Maybe he had met the Ultimates before and not remember it.

"Stark is going to be heading towards the med bay also, since he most likely asked another SHIELD Agent where Fury was headed. One of us will have to lead him away from the teens, you up for this Banner?" Clint asked the scientist who looked deep in thought.

"Banner!" Hawkeye shouted in a whisper like voice, running after him, once he caught up with Bruce, he told Banner what he saw on the paper.

"Doesn't Peter's friend, Billy, been here for the last four weeks in another section of the med bay?" Bruce wondered out loud, causing a chuckle from the spy. Bruce looked over to the spy, who had a small grin on his face.

"Well, looks like you're going to be the distraction." Clint said before splitting ways with Banner and heading towards the section of the med bay where they keep people in critical condition, and the people with powers (And some without).

Fury didn't expect to see Spider-man's mask off, but he also didn't expect to see the large wound on the teens stomach.

The White Tiger wasn't as beaten up as Spider-man, so her mask was still on, even if it was ripped and showed half of her face. The three other teens were much, much better. Powerman was in a coma but was expected to wake up sometimes that night or the next day.

Barton walked into the room, but stopped in his tracks as he saw the teens, Nova and Iron Fist were both sitting up, but Peter, Ava and Luke were all laying down.

"Barton." Fury said from behind him, causing him to turn around. "If you even think about-"

"Fury, both me and Banner known for almost two weeks now, sir, we won't tell." Barton answered, with a small smile before his face turned more serious. "What the heck happened to them?"

"Hill's working on getting the whole story." Fury stated simply.

Banner walked into the now ten year olds room carefully. Banner had no idea how he was going to manage to keep Stark away from the teens area of the med bay at the moment, hopefully Billy could help him with that.

Two Hours Later:

"Well Billy, welcome to the family!" Stark welcomed the child into the family, seeing as he has been wanting Banner to adopt him for awhile now. Only thing that is missing is Peter and the others, and then everyone would be there.

"Banner, I'm happy you're thinking of adopting Billy but you have to think about the life he's coming into." Cap told Banner was he clapped the scientist on the shoulder before leaving to go back to the tower.

"Another member of the Avenger family, huh Banner?" Natasha teased him before also leaving to find Barton with Barnes.

"Friend Bruce, I am happy for your addition of the family!" Thor smiled at Banner before following the three other Avengers out.

Bruce had no idea why he made the rash decision of adopting of Billy, in one way he was excited, in another he was terrified. But that was life, wasn't it? he asked himself.

Tony wouldn't stop asking him about Billy. When they gotten to the tower, Tony asked Jarvis to see if the teens were there, and seeing as all of the teens were in the med bay at SHIELD, Jarvis couldn't find any of them.

"Tony, calm down." Cap said, trying to keep Tony from hacking into the teens phones and using their GPS's against them.

Unbeknownst to them, Bruce slipped out and went back to SHIELD HQ, however Bruce didn't notice Sam Wilson following him until it was too late.

~~ Time Skip ~~

Hospital Room: C21, thirty-seven minutes later.

Luke Cage was awake, and was currently talking to Sam Alexander and Danny Rand. They all couldn't believe they had all gotten beaten up by criminals, even if the criminals had powers.

"SHIELD isn't gonna let us go anytime soon.." Sam mumbled, looking at his two friends who were both asleep from the pain medication.

"That is not going to help us with mister Stark." Danny agreed.

"Man, we're going to be in a lot of trouble with him." Luke said with a sigh. Only Ultimate that wasn't currently in the hospital or even hurt was Miles.

When Bruce walked in, the three teens that were awake was playing clue, with soda cans not to far from them.

"They let you drink sodas?" Bruce asked, frowning at the cans.

"Yeah, as long as we only drink more water than soda." Luke shrugged his shoulders before moving his character again on the board. Bruce nodded before looking over at Peter and Ava, Bruce could hear the Hulk roaring in the back of his mind, somehow, but he didn't understand why the Hulk seemed so.. furious.

"Banner, are you alright?" Danny asked, looking at Bruce with concern on his face. Bruce snapped out of his thoughts, nodding at the teen and getting the clipboard to see what treatments they had given the teens.

"Where's Barton?" Banner asked with a confused frown.

"Eh, he can be anywhere." Sam answered.

"Banner, where are yo-" Falcon asked, walking down the corridor when he saw Bruce in a room with Peter, Luke, Danny, Ava and (Sam) Alexander, with half of their superhero suits still on. Banner had his back to him, talking to Luke and Danny. "Hey Doc?" Wilson asked, walking into the room, making Bruce stiffen up. Of course, somebody else on the team had to find out, Bruce thought to himself before turning around to see Sam Wilson, standing there with shock on his face.

"Wilson, don't tell no one. We were planning on telling, but things keeps getting in the way." Luke explained, and Danny and Nova nodded their agreement, while Bruce just went back to reading the words on the clipboard.

"Don't worry, I won't tell nobody. Soooo, who else knows?" Wilson asked, sitting down in one of the chairs in the room.

"Well, there's three Avengers that knows; You, Banner, and Barton." Danny replied with a shrug.  
Later that night, Luke heard Peter's phone go with a text alert, he looked at the time to see it was 11:08 AM, he knew Peter didn't text a lot of people, and since both MJ and Gwen are out of town, and Miles was (probably) asleep, it left only Stark who would text him this late at night, and surely enough it was.


	11. Chapter 11

**Hello everybody.**

 **Just want to say everything from here on is my work so it will probably be different kind of style. Just a warning.**

 **Unfortunately many of the ideas I started with have left my head so there aren't going to be many extra chapters but I hope you.**

 **Hope you enjoy.**

 **Robyn out**

It was two weeks later when it was decided the team were healthy enough to go on the mission with the Avengers. Which left both the Ultimates and medical experts who were looking after them as the Ultimates hated being stuck In bed leaving the medical experts to be driven crazy by the group of teenage heroes. Fury was waiting for the two groups not so patiently. His foot tapped against the hard floor of the Hellicarrier as he glanced at the time every few seconds. Both groups were late and this mission was serious and needed to be handled quickly. Which leads to the question of why the Ultimates and Avengers were being given it.

Finally he heard the thud of footsteps approaching, this mission had been put off long enough and he didn't want to leave either team alone on board, especially not together, who knows what trouble they would get into but knowing his luck it would end with him having a massive headache. The groups got in enough trouble on their own and with the Ultimates having lots of energy to spare after weeks of bed rest meant trouble.

Glancing up to glare at the approaching group for being late he stopped, both groups were coming towards him as one, had they told the Avengers about-. No, Stark wasn't having a hissy fit and the teens were sharing glances with Barton, Banner and . . . Wilson. Turns out they weren't the best at keeping secrets secret. Though maybe this could work in their favour. He noticed a few absences from the team- mainly Black Panther and vaguely recalled Maria telling him something about the King having to deal with other business (the reason he hadn't given it his full attention was a group of newer recruits causing trouble.

"Now that you are all finally here." He stopped to glare at the masked faces, some barely paying attention. "You will be going to Yellowstone Park to look into the suspicious activity around the resident super volcano. Work as one group and comprehend any criminals and report back any odd findings. No being side tracked and Stark." He paused making sure that the billionaire was actually paying some semblances of attention for once. "The Ultimates may chose to reveal their identities, but you cannot force them if they do not wish too. Understood?"

The only replies he received were a few disgruntled 'yes' and 'understood' as well as a sarcastic 'aye, aye Captain' from Stark. Marching away Fury rubbed his forehead as it started to throb, he should get payed more money to deal with this kind of thing, it didn't help that he had a sinking feeling of this ending in nothing but disaster.

Back with the group of heroes, plans were being made. Together it was decided they would split into smaller groups, each with a mix of Ultimates and Avengers, who would sneak around to gather information. The louder, heavy hitters like Hulk, Thor and Power man would wait behind in case they were needed as this was supposed to be a stealth, gather information type of mission and heaven knows the three weren't the best at those.

The large group of heroes climbed into the jet they would be using to reach the destination, however it was pretty cramped as these things apparently aren't made for this number (or size) of people. Which made the trip very . . . interesting to say the least. In short it ended with multiple thumb wars, arrows being shot by an annoyed archer (though they were more like darts in the enclosed space), Nova almost being thrown out mid-flight, and a variety of odd positions as the jet made sudden turns.

When they finally reached the destination, which felt like hours later, painful, agonizing hours later. (Though was truthfully only about fifty- five to sixty minutes aka about an hour). They split into their teams, Nova went with Hawkeye, White Tiger went with Falcon, Iron Fist with Captain America and Iron Man (they hoped he could keep some peace), and finally Black Widow and Spider-Man. The plan was that each group would take a different entrance, search their area and gather information before retreating to meet the others near the jet.

The groups went their separate ways, sneaking into an incredibly suspicious looking building near the base of the volcano. The two spiders went around the south side of the building, remaining silent as they hid behind trees watching the lightly guarded back door. Sharing a look they leapt into action, each taking down a guard silently and swiftly. Dragging the bodies away into the bushes in hopes of remaining hidden for as long as possible.

Creeping into the door, Spider-Man took to the ceiling and Black Widow to the shadows as they made their way through the maze of rooms, every so often taking out a guard or two. No conversations were started by the silent pair as they headed towards a room where there seemed to be more guards than anywhere else they had seen. Finally reaching what appeared to be the main chamber the pair looked around.

In the centre of the room stood a menacing machine, with what looked like a massive drill pointing down into a hole in the floor. The rest of the room was basically bare, only a stray table, couple of chairs and boxes were scattered around the room. Just as Spider-Man was about to leap from his current hiding space of the dark corner of the roof, his Spidey-sense tingled. Tensing he listened closely until he heard it, footsteps and heavy ones too. Then voices reached his ears and more footsteps, there was more than one person coming their way.

Talking of them, Spidey glanced around the room in hopes of finding his current teammate, after searching carefully for a few seconds he spotted her crouched in the shadows behind a stack of boxes, catching his gaze she nodded slightly. She'd heard.

The figures that marched into the room almost made a gasp leave his mouth. Red Skull. He was an Avengers villain and hadn't been seen in a while, which thinking about it made sense, he'd been here planning whatever scheme he was up to this time. They should have known by now that when major villains were quiet for long periods of time nothing good was going to come from the evil schemes they had spent time on.

This scheme, whatever it was, seemed dangerous, even more so now it involved Red Skull. Though the next figure that entered was surprising, Molten Man. Whatever they were up to did not sound good, the words super volcano, Red Skull and Molten Man did not sound like a good mix.

Spider-Man felt tempted to leap from his position and fight the pair, but thought the itch with the knowledge that they probably wouldn't succeed and if they were lucky the pair would explain what they were up to so the teams could stop it. For once it seemed like his luck won through as Red Skull started to speak.

"Why am I here again. I was in the middle of planning to-" Molten Man demanded, the room heating up considerably as he narrowed his eyes.

"Yes, yes. I'm sure whatever you were doing was important however this will give you your chance for revenge against all those heroes. Do you know where we are?" Red Skull interrupted waving a hand as if waving away any protests from his companion.

"Yellowstone. Near the super volcano. Why is this important?" Molten Man grumbled. Spider-Man felt like hitting his head against something, even he could see that the volcano was important. Wait, did he just insult himself? Eh, probably.

"It is key to my plan. This drill, along with your abilities will cause a reaction in the magma chamber below us, causing the volcano to erupt, killing everything around it and clouding the world in ash. In the chaos that follows it will be simple to take over." Red Skull completed his monologue, ignoring the initial ignorance of his partner.

Suddenly red sirens flashed as alarms echoed around the room. Spider-Man glanced towards his fellow spider who was still hidden the look he got back told him that she shared the same thought one of the teams had been spotted.

"However it appears we must deal with intruders." Dramatically the pair swept out of the room and Spidey struggled to not snigger, especially when the mental image of Red Skull dramatically sweeping a cloak behind him as he pranced away. Oh, Molten Man, cloak. It was too much, he let lose a little chuckle as he landed on the floor, drawing an eyebrow raise from the elder spider. He could laugh later, first they had work to do.


	12. Chapter 12

Soon afterwards everything went to chaos. The pair could hear the sounds of fighting and shouting echo from further outside the compound, from the direction the pair of scheming villains had gone. Clearly one of the teams had been spotted and it evolved into a fight, as much as they hated not knowing what was going on or being able to help they had a job to do, disable the machine before it could be used. They couldn't allow Red Skulls plan to work.

The pair stood looking up at the contraption, the giant drill was attached to a box like base with large screens showing streams of code and plans for the machine. Sharing a glance with the elder spider, Spiderman started tapping away on the screens hoping to find some way to shut it down, however he seemed to be going in continual circles. Whoever had created it clearly had tried to prevent unauthorised tampering.

"Can't you go any faster?" Black Widow hissed watching the doorways for any guards, they didn't have much time before someone would think to check the room and it would be best to be long gone before then.

"I'm trying, this is complex code and this machine has lots of firewalls to defend it from unauthorised users aka people like us shutting it down." Spiderman exclaimed throwing his hands up in frustration.

"Oh, for goodness sakes." Black Widow strode over and used her tasers to short circuit the device, shutting it down.

"That. Okay. That works too." Spiderman shrugged as they jogged down the corridors towards the sound of fighting.

The sight they were greeted to was the equivalent to chaos. Apparently it had become a bad enough situation that they had called the heavy hitters in, as Hulk smashed parts of the building and Thor flew above wielding his hammer. Captain America was in combat with Red Skull alongside Nova and White Tiger. Falcon was being chased by a fuming Molten Man as Iron Man chased them. Power Man, Hawkeye and Iron fist were dealing with the seemingly endless guards that poured from various places around the compound. Nodding to each other the spiders leapt into the fight, Black Widow helping with the guards and Spiderman dashing to help Falcon and Iron Man who seemed to be getting nowhere. His thoughts had been that he'd thought and defeated the fiery man before and so he could probably do it again. Hopefully.

He did succeed in distracting the fiery man, half by angering though you couldn't blame a guy for getting angry at someone screaming "Missed me flame boy." or "Hey hot head!" and a degree of varying quips that made even Iron Man sigh.

That is when everything went downhill. Molten man ripped the webs that had been shot in his face off, steaming in anger he threw a blaze of fireballs towards the web-slinger, who had been momentarily distracted by a guard. Thankfully his Spidey-sense warned him of the incoming danger and allowed him to move, however the position he was in meant he couldn't avoid them all. Leaning the way that he would be hit the least he prepared for the impact and heat.

And what an impact it was, the fire blazed and burnt straight through parts of his costume leaving severe burns, the worst was one that grazed his face, burning up part of his mask, from the corner of his lip, right across his cheek and revealing half an eye. Gritting his teeth at the horrible pain, he moved forward knowing he needed to help, he could deal with the burns when they were in a safer situation. Mainly one without villains and guards to fight and proper medical equipment. Oh, and he'd just celebrated freedom from the damn medical ward.

Shooting more web fluid he trapped the burning man against the side of the building, the few seconds it took him to burn through the web fluid was all Iron Man needed as he knocked the living fireball out cold. Falcon swept past in the air, grateful for not having the fiery man on his tail, but his face morphed into a concerned look at seeing the teenage heroes injuries. He must look terrible he thought to himself for one of the Avengers to be looking at him like that. How reassuring.

"Hey kid! Are you alright? You look pretty bad Spidey." Make that two Avengers, he thought as Iron Man glanced at him. He had the face plate up allowing the teen to see the concerned look covering the billionaire's face.

"I've had worse. I'll deal with it later but first we need to deal with Skull, he's trying to cause an eruption of the super volcano. I think he wants to heat stuff up a bit." Spidey waved away their concern swiftly. He wasn't lying, he'd had worse, that just didn't mean this wasn't incredibly painful, agonizing even. Besides, they really needed to stop Skull. Knowing his luck they didn't have long before his plan was kick started his latest evil scheme.

"I'm guessing that would be pretty bad." Falcon said with an expectant grimace, as if he'd expected they were never that lucky that it would be a minor deal, which they weren't. Anything that could go wrong for them seemed to go wrong which did not reassure him that this time would be any different.

"Yeah, massive eruption, lava flow decimating the land for miles, and enough ash to cover the entire world and send it into darkness bad. The kind of darkness to black out the sun for a long enough period of time to kill the majority of our crops and the deaths of the majority of the animals and humans on this planet. You know fun times." Spider-Man shared the birds grimace.

"How about we not let that happen." Iron Man suggested as if that wasn't the whole idea of the mission. Though actually the whole point of the mission was to sneak around, gather info and return to report in. Oh, well things never did really go to plan.

"Black Widow and I shut down the machine and Mr. Fireball here isn't waking up for a while, so we've just got to worry about the guards and Red Skull. Which we really should be helping with and not just standing around here chatting." Spider-Man explained before getting nods from the pair of Avengers as they once again dashed into the fray. Spider-Man stayed behind for a minute taking the time to wrap the knocked out fiery villain in layers of webs that should hold him for a bit of time should he wake up before they finished the fight.

With the extra help, the majority of guards were taken down quickly and Red Skull finally knocked down and tied up (the final hit coming form White Tiger while the Captain America and Nova had distracted the cackling villain), they dragged him over to join his volcanic companion.

Everything seemed to be going fine before one of the guards fighting Iron Fist took a final pot-shot with his gun as he went down. Spider-Man who had been tying up some of the other guards couldn't move in time (despite the Spidey sense that had started ringing in his ears) and found a bullet slamming into his chest, his expression morphing into less of a shocked look and more of a 'Oh sugar' as he crumpled to the ground coughing for a minute before his eyes closed and his head rolled to the side as he fell unconscious, a mixture of the burns and bullet taking effect finally.

His teammates shouted his name as he fell, Power Man ran to his side quickly followed by the rest of his teammates and Avengers who weren't dealing with the Guards or villains as the Captain threw his shield at the last guard. Joining his teammates at the teens side the Captain picked the unconscious teenage hero into his arms bridal style, he grimaced at the amount of blood and burns. Only vaguely aware of everything happening around him he carried the injured spider back to the jet, keeping pressure on the bullet wound, he needed medical care and soon. Medical care they couldn't provide very well in the jet.

The remaining members of the two teams cleared up the area, grabbing Molten Man and Red Skull before throwing them into cells in the jet. They made sure to destroy the drill so that it couldn't be used but were careful not to destroy the base in case it caused the volcano to erupt, when they had finally finished they trudged back to the jet. Once back Hulk calmed and turned back to Banner, getting changed he swiftly jogged towards the make shift medical bay area being the only doctor or trained medical expert on both teams.

Frowning at the state the teenager was in he started work to stop the bleeding and sooth the burns as best as he could with the limited equipment they had on board. Pealing off the remainder of the heroes mask with a significant look at the Captain as if to say 'there is another time to deal with his identity' when he saw the shock slide onto the other hero at the kid's face.

A flurry of emotions fluttered across the war veteran at seeing Tony's adopted kid lying badly injured under the mask. Shock, horror, pain and finally a vague acceptance settled on the hero's face. Bruce was right they could deal with this later. Then another thought struck, if Peter was Spider-Man did that mean his friends were-.

It was at that precise moment that Tony Stark barged in wondering about the health of the teenage hero, only to be greeted with the teenager he had recently adopted and came to care for. Banner watched with a mixture of horror and amusement as he practically saw Tony's jaw hit the floor and his eyes widen comically.


	13. Chapter 13

Bruce grabbed Tony's arm as the billionaire marched past him on his way to his adopted son/teenage hero, his face schooled in a deceptively calm façade that hid a storm.

"Tony-". Bruce started as his friend turned the unnerving face towards him.

"You knew, you all knew and you didn't think of telling me! Don't you think I would want to n=know the kid i adopted was the hero I'd been looking into?" Tony spat out inwardly unsure of where his burning anger had come from, being lied to? Not being trusted with the secret? Peter getting hurt? He wasn't sure.

"Look Tony, it wasn't our secret to tell and only Clint knows from a mission with him, Falcon figured it out earlier and Cap just learnt about it now. It was Peter's secret, if he didn't tell you then it wasn't your business. However can we talk about this later, Peter really need all the help he can get right now." Bruce gained a stern expression at the thought of his patient.

Hesitating Tony glanced at the injured hero. "Fine, but we are talking later." With that ended he marched off back to the others, his face softening at the sight of the teenager that had managed to claw (or rather web) his way into his heart.

Sighing in relief Bruce went back to work on his patient, trying to heal some of the less major wounds and stabilise the severe ones for better treatment when they finally reach S.H.I.E.L.D. Either way it would best to get back quickly, then once Peter was better and only then would they deal with the mess of the teen heroes identities.

* * *

The hour it took to get back to S.H.I.E.L.D. seemed to drag on but eventually they made it back. As soon as the jet landed there was a hive of activity as medical officers carried the teen spider away to the medical bay and dragged along Iron Fist and Hawkeye who had also taken a few hits, nothing major but enough to warrant a check. Bruce also joined them as he had been looking after Spidey and knew his current condition.

The remainder of the group were left to face the stormy anger of Fury, however the concerned disappointed face of Coulson at his side wasn't any better either. Fury was mentally caring for a growing headache, he should have known better that this would end in nothing but disaster.

"What happened?" Coulson questioned saving the group from facing the expanding anger of the director. Though Coulson didn't look like he was going to go much easier on them.

Captain America, Black Widow and White Tiger split the responsibility of the explanation, glancing every so often in the direction of the med bay, once satisfied Fury gave a grudging sigh and released the teams as he marched off to sort out the mess. Muttering about paperwork as he went the heroes exchanged a look before deciding it wasn't the most important thing at the minute.

Coulson joined the sullen group as they headed towards their injured teammates, it was time for some explanations. The heroes entered the room apprehensively, the smell of disinfectant as strong here as in any medical room. Lying deathly still was Peter in a pod, his costume had been taken off and he'd been put in a medical robe. The boy looked horrible to say the least, burns littered his body and the bandages over the bullet wound stood out from under the robe matching his unusually pale skin.

Thankfully, as Bruce described, his wounds had already started to heal thanks to his advanced healing. The bullet had been taken out as soon as he arrived in the room to prevent the wound closing with it still in his body, the young spider had been lucky that it had missed all vital organs, though it had shattered a rib so he would have to be careful in case it pierced his lungs. It would heal but breathing would be very painful until his healing fixed it. He had even more bandages around the area constricting his movements slightly.

Hawkeye had been hit on the head by some debris from the fight leaving him with a mild concussion, nothing he hadn't had before. Iron Fist was skimmed by a bullet but would only have a little scar on his arm, it wasn't the first and it wouldn't be the last. The pair were all to happy to escape the medical room, though the way Iron Man was looking they wouldn't be so happy shortly.

Iron Man dragged all the heroes to a meeting room glaring at anyone and everyone who attempted to say a word or even open their mouths. Sharing looks they chose seats but didn't relax, especially the Ultimates. Sitting stiffly they waited for the angered billionaire to stop his pacing and finally speak. It wasn't long before he cut the uncomfortable silence.

"Take your masks off." Tony demanded, leaving no room for arguments as he silenced Bruce with a glare as he noticed the doctor open his mouth. Noticing the teens hesitation he added, "I already know who you are, probably, just show us."

Slowly taking their masks (or helmets/glasses) off the teens stared at their currently injured leader's adopted father, trying to keep blank expressions on their faces (and failing for that matter).

"Huh, so you are them. Peter's suspicious friends. Why?" Tony laughed sounding as if he was on the edge of hysterics.

"Stark-" Natasha warned as the Avengers also took off their masks, to be fair to the teens plus it wasn't like the majority of their identities were secret.

"No! Why didn't you tell us? Was it to laugh at us, huh? Hahaha Tony has no idea let's take advantage of that. Why?" Tony was definitely edging closer as he snapped at Natasha, something he would never do due to his slight fear of her (not that he would admit it).

"It was our secret. we didn't have to tell you! Besides it isn't all about you. Our identities were none of your business!" Ava snapped back at the billionaire before marching off, metaphoric steam blowing out of her ears. Sam, Danny and Luke shared glances leaping to follow and hopefully calm down their teammate.

Turning at the door of the meeting room to face the billionaire, Danny added to his friend's point. "She's right it was none of your business, but if you want to ask why, ask Peter when he gets better after all it is his secret." He nodded to the rest of the Avengers before sprinting after his teammates.

* * *

It was almost a week later before Peter woke up, then it was a few days before he was allowed to move around and then set free from the medical bay. Bruce met him when he finally awoke, explaining what had happened and everything about Tony knowing his identity.

Knowing he couldn't put it off any longer, he webbed his way back to the Tower that he had called home for the past while. It was late evening as he entered the dark main room. He tried to resist gulping as the lights switched on, revealing the owner of the tower sitting in a chair his body tense.

"Hi Tony, look-." Peter started as he joined said person, collapsing on the chair opposite.

He was interrupted with a sigh. "Kid, I'm sure you've heard about what happened from someone, probably Brucie. Anyway I'm sorry for that, it's a bit of the surprise to find your adopted son is the superhero whose identity you've been trying to figure out. I overreacted, and I don't apologise often so don't think this means anything. If you want to tell me you can, but you don't have to."

"No, I think after everything you deserve to know." Taking a deep breath he started his story, explaining about his parents, uncle, and everything up to now.

After he'd finished, Tony started his own story. The pair stayed up late sharing stories of both their normal lives and hero lives. If the rest of the team saw anything it was never mentioned, though that didn't stop Natasha taking photos of the pair after Peter eventually fell asleep on Tony after migrating over to the genius's chair at one point in the night. This was the start of a new relationship, a better one.

"You're grounded for the next month though."

* * *

"So Peter, it's been two weeks since the whole identity issue and you decide to spend your time grounded by booby-trapping the whole tower with Clint?"

"Yes, and may I say you look stunning in a sparkly pink suit with neon green hair. It suits you."

"Clint! Stay away from my son and his easily influenced young mind."

* * *

"Bruce. Em Bruce. Brucie. BRUCE!"

"Huh, what?!"

"Thanks for your attention sleeping beauty. Do you happen to know where Pete is? Cap said that the last he saw him he was with you heading up here."

"Oh, em he's over there we were so focused on our latest project that we must have tired ourselves out."

"He's really sweet like that. Jarvis take some photos of the sleeping spider."

* * *

"Wait, so due to your spider bite you can stick to anything?"

"Well not anything but lots of stuff."

"Oh, oh ,oh stick to Cap's shield!"

"Honestly Clint you're not really creative are you? But that's odd and really Cap why did you feel the need to shake him upside down?"

* * *

"Ahh!"

"Seriously! Ugh, this stuff is horrible!"

"You shouldn't have tried to sneak up on me Clint and then you wouldn't be covered in my webs."

"Wait, this isn't organic like from inside your body like real spiders right?"

"No, that's gross. Ugh. I made it and Tony and Bruce have been helping me improve it lately."

"Stop laughing Natasha and actually help me down from here and get this stuff off of me!"

* * *

"So let me get this straight, you got bitten by a radioactive spider and you gain spider like powers?"

"For like the fifth time Clint yes."

"That's weird."

"Oh, says the archer on a team with a Norse god, a billionaire inventor in a metal suit, a Russian master assassin, a scientist infected with Gamma radiation that gave him a new and angrier personality and super soldier from the 40's. Not to mention all the newer members and you think I'm the weird one!"

"Yes."

"Okay then."

* * *

"Hey Capsicle do you know where Peter is? I swear that kid enjoys disappearing on me."

"Last I saw him he was in the training room with Natasha."

"Great now I need to make sure the Big Spider isn't going to kill the Baby Spider."

"I think you're over reacting just a touch Tony."

"You say you just found them like this?"

"Yeah I came in to train and all I find is these two fast asleep, hey I dare you to try take Peter from Nat."

"Yikes, wait you knew that would happen. I'm going to kill you Clint."

"I didn't think you'd be stupid enough to actually try it, you know what Nat's like when she's sleeping."

"I think we need to change her name to Momma Spider."

* * *

"No Peter you can't keep her."

"But she's so cute, just look at that little face. Besides I've checked everywhere she has no owner."

"I said no Peter."

()

"How long do you think he's going to last Nat?"

"Against those puppy dog eyes, Clint? Not very long."

"Hey Bruce."

"Huh, what Clint?"

"How long do you think he'll last."

"I think we'll have an honorary addition to the team within the hour."

()

"Fine! But you look after her, clean up and care for her. Deal?"

"Deal. Thank you so much, Tony. I swear I'll look after her and care for her, she'll be fine."

"So what are you going to call her? A kitten as cute as her needs a name."

"Tiger, for her patterns and she was fighting off a dog when I met her so she's a fighter."

"Seriously you're as bad as Thor for taking in strays!"

* * *

"That kid absolutely adores that cat."

"Well done for that stunning observation Sam."

"You're sarcasm is not appreciated Clint. Do you think the kitten-"

"Tiger."

"Okay, do you think Tiger would get along with T'Challa cause that man likes his cats. After all dressing up like one to fight crime."

"Says the guy with bird wings and a bird name."

"Hey! What's that supposed to mean?"

* * *

"Come on Bud, you're doing fine. Just stay awake a few minutes longer."

"Mehm."

"Thank you for that delightful comment. We're almost there. Ah, there we go. Get some rest you took some hard hits."

"Mmhm, thanks dad. Hwah."

"You're welcome. . . son."

 **And done.**

 **Yep folks that's the story done.**

 **I hope I have done the original justice and you've all enjoyed.**

 **Also sorry, I am no doctor so the medical knowledge is probably not right.**

 **If you didn't get the last bits they were just small bits of life with Peter living with Tony and the rest of the avengers really.**  
 **Anyway hope you've all enjoyed, thank you to everyone who reviewed/commented. Favourited, followed on Fanfiction and liked on Wattpad.**

 **Thank you.**

 **Robyn out.**


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